84
FINANCIAL L.P.

     

    FIXED
RATE SUBORDINATED NOTES

     

    
      
        

      

    

     

    INDENTURE

     

    DATED
AS OF _______________ ____, 2010

     

    
      
        

      

    

     

    LAW
DEBENTURE TRUST COMPANY OF NEW YORK,

     

    AS

     

    TRUSTEE
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CROSS-REFERENCE
TABLE

    [to be
confirmed]

     

    
      
        
          
            
              
                	
                        Trust Indenture

                        Act Section

                      	 	
                        Indenture

                        Section

                      	 
	 	 	 	 	 
	
                        310(a)(1)

                      	 	 	7.10	 
	
                              (a)(2)

                      	 	 	10	 
	
                              (a)(3)

                      	 	
                        N.A.

                      	 
	
                              (a)(4)

                      	 	
                        N.A.

                      	 
	
                              (b)

                      	 	 	7.8; 7.10; 11.2	 
	
                              (c)

                      	 	
                        N.A.

                      	 
	
                        311(a)

                      	 	 	7.11	 
	
                              (b)

                      	 	 	7.11	 
	
                              (c)

                      	 	
                        N.A.

                      	 
	
                        312(a)

                      	 	 	2.5	 
	
                              (b)

                      	 	 	11.3	 
	
                              (c)

                      	 	 	11.3	 
	
                        313(a)

                      	 	 	7.6	 
	
                              (b)(1)

                      	 	
                        N.A.

                      	 
	
                              (b)(2)

                      	 	 	7.6	 
	
                              (c)

                      	 	 	11.2	 
	
                              (d)

                      	 	 	7.6	 
	
                        314(a)

                      	 	 	4.2;
      11.2	 
	
                              (b)

                      	 	
                        N.A.

                      	 
	
                              (c)(1)

                      	 	 	11.4	 
	
                              (c)(2)

                      	 	 	11.4	 
	
                              (c)(3)

                      	 	
                        N.A.

                      	 
	
                              (d)

                      	 	
                        N.A.

                      	 
	
                              (e)

                      	 	 	11.5	 
	
                              (f)

                      	 	 	4.3	 
	
                        315(a)

                      	 	 	7.1	(b)
	
                              (b)

                      	 	 	7.5;
      11.2	 
	
                              (c)

                      	 	 	7.1	(a)
	
                              (d)

                      	 	 	7.1	(c)
	
                              (e)

                      	 	 	6.11	 
	
                        316(a)(last
      sentence)

                      	 	 	2.7	 
	
                              (a)(1)(A)

                      	 	 	6.5	 
	
                              (a)(1)(B)

                      	 	 	6.4	 
	
                              (a)(2)

                      	 	
                        N.A.

                      	 
	
                              (b)

                      	 	 	6.7	 
	
                        317(a)(1)

                      	 	 	6.8	 
	
                              (a)(2)

                      	 	 	6.9	 
	
                              (b)

                      	 	 	2.4	 
	
                        318(a)

                      	 	 	11.1	 


              

            

          

        

      

    

     

    N.A.
means not applicable.

    * This
Cross-Reference Table is not part of the Indenture.

     

    
      
         


      

      
        i

        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    


    
      
        
          
            
              
                
                  	
                          ARTICLE
      1 DEFINITIONS AND INCORPORATION BY REFERENCE

                        	 	 	1	 
	
                          Section
      1.1

                        	
                          Definitions

                        	 	 	1	 
	
                          Section
      1.2

                        	
                          Other
Definitions

                        	 	 	2	 
	
                          Section
      1.3

                        	
                          Incorporation by Reference of
      TIA

                        	 	 	2	 
	
                          Section
      1.4

                        	
                          Rules of
      Construction

                        	 	 	3	 
	
                          ARTICLE
      2 THE FIXED RATE NOTES

                        	 	 	3	 
	
                          Section
      2.1

                        	
                          Evidence
      of Fixed Rate Notes

                        	 	 	3	 
	
                          Section
      2.2

                        	
                          Terms

                        	 	 	3	 
	
                          Section
      2.3

                        	
                          Processing
      Agent

                        	 	 	4	 
	
                          Section
      2.4

                        	
                          Processing
      Agent to Hold Money in Trust

                        	 	 	5	 
	
                          Section
      2.5

                        	
                          Certificateholder
      Lists

                        	 	 	5	 
	
                          Section
      2.6

                        	
                          Outstanding
      Fixed Rate Notes

                        	 	 	5	 
	
                          Section
      2.7

                        	
                          Treasury
      Fixed Rate Notes

                        	 	 	5	 
	
                          Section
      2.8

                        	
                          Cancellation

                        	 	 	5	 
	
                          Section
      2.9

                        	
                          CUSIP
      Numbers

                        	 	 	6	 
	
                          Section
      2.10

                        	
                          Replacement
      Fixed Rate Notes

                        	 	 	6	 
	
                          ARTICLE
      3 REDEMPTION

                        	 	 	6	 
	
                          Section
      3.1

                        	
                          Applicability
      of Article

                        	 	 	6	 
	
                          Section
      3.2

                        	
                          Notices
      to Trustee

                        	 	 	6	 
	
                          Section
      3.3

                        	
                          Selection
      of Fixed Rate Notes to be Redeemed

                        	 	 	7	 
	
                          Section
      3.4

                        	
                          Notice
      of Redemption

                        	 	 	7	 
	
                          Section
      3.5

                        	
                          Effect
      of Notice of Redemption

                        	 	 	7	 
	
                          Section
      3.6

                        	
                          Deposit
      of Redemption Price

                        	 	 	8	 
	
                          Section
      3.7

                        	
                          Fixed
      Rate Notes Redeemed in Part

                        	 	 	8	 
	
                          Section
      3.8

                        	
                          Redemption
      Option Upon Death of Holder

                        	 	 	8	 
	
                          Section
      3.9

                        	
                          Redemption
      Option at Request of Holder

                        	 	 	8	 
	
                          ARTICLE
      4 COVENANTS

                        	 	 	9	 
	
                          Section
      4.1

                        	
                          Payment
      of Fixed Rate Notes

                        	 	 	9	 
	
                          Section
      4.2

                        	
                          SEC
      Reports

                        	 	 	9	 
	
                          Section
      4.3

                        	
                          Compliance
      Certificate

                        	 	 	9	 
	
                          Section
      4.4

                        	
                          Usury
      Laws

                        	 	 	9	 
	
                          Section
      4.5

                        	
                          Money
      for Fixed Rate Note Payments to be Held in Trust

                        	 	9	 
	
                          Section
      4.6

                        	
                          Continued
      Existence

                        	 	 	10	 
	
                          ARTICLE
      5 SUCCESSORS

                        	 	 	10	 
	
                          Section
      5.1

                        	
                          When
      Company May Merge, Etc

                        	 	 	10	 
	
                          ARTICLE
      6 DEFAULTS AND REMEDIES

                        	 	 	10	 
	
                          Section
      6.1

                        	
                          Events
      of Default

                        	 	 	10	 
	
                          Section
      6.2

                        	
                          Acceleration

                        	 	 	11	 
	
                          Section
      6.3

                        	
                          Other
      Remedies

                        	 	 	11	 
	
                          Section
      6.4

                        	
                          Waiver
      of Past Defaults

                        	 	 	12	 
	
                          Section
      6.5

                        	
                          Control
      by Majority

                        	 	 	12	 
	
                          Section
      6.6

                        	
                          Limitation
      on Suits

                        	 	 	12	 
	
                          Section
      6.7

                        	
                          Rights
      of Holders to Receive Payment

                        	 	 	12	 
	
                          Section
      6.8

                        	
                          Collection
      Suit by Trustee

                        	 	 	12	 
	
                          Section
      6.9

                        	
                          Trustee
      May File Proofs of Claim

                        	 	 	13	 
	
                          Section
      6.10

                        	
                          Priorities

                        	 	 	13	 
	
                          Section
      6.11

                        	
                          Undertaking
      for Costs

                        	 	 	13	 


                

              

            

          

        

      

    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  ARTICLE
      7 TRUSTEE

                                	 	 	13	 
	
                                  Section
      7.1

                                	
                                  Duties
      of Trustee

                                	 	 	13	 
	
                                  Section
      7.2

                                	
                                  Rights
      of Trustee

                                	 	 	14	 
	
                                  Section
      7.3

                                	
                                  Individual
      Rights of Trustee

                                	 	 	15	 
	
                                  Section
      7.4

                                	
                                  Trustee’s
      Disclaimer

                                	 	 	15	 
	
                                  Section
      7.5

                                	
                                  Notice
      of Defaults

                                	 	 	15	 
	
                                  Section
      7.6

                                	
                                  Reports
      by Trustee to Holders

                                	 	 	15	 
	
                                  Section
      7.7

                                	
                                  Compensation
      and Indemnity

                                	 	 	15	 
	
                                  Section
      7.8

                                	
                                  Replacement
      of Trustee

                                	 	 	16	 
	
                                  Section
      7.9

                                	
                                  Successor
      Trustee by Merger, Etc

                                	 	 	17	 
	
                                  Section
      7.10

                                	
                                  Eligibility;
      Disqualification

                                	 	 	17	 
	
                                  Section
      7.11

                                	
                                  Preferential
      Collection of Claims Against Company

                                	 	 	17	 
	
                                  ARTICLE
      8 DISCHARGE OF INDENTURE; DEFEASANCE

                                	 	 	17	 
	
                                  Section
      8.1

                                	
                                  Termination
      of Company’s Obligations

                                	 	 	17	 
	
                                  Section
      8.2

                                	
                                  Legal
      Defeasance and Covenant Defeasance

                                	 	 	18	 
	
                                  Section
      8.3

                                	
                                  Conditions
      to Legal Defeasance or Covenant Defeasance

                                	 	 	19	 
	
                                  Section
      8.4

                                	
                                  Application
      of Trust Money

                                	 	 	19	 
	
                                  Section
      8.5

                                	
                                  Repayment
      to the Company

                                	 	 	20	 
	
                                  ARTICLE
      9 AMENDMENTS

                                	 	 	20	 
	
                                  Section
      9.1

                                	
                                  Without
      Consent of Holders

                                	 	 	20	 
	
                                  Section
      9.2

                                	
                                  With
      Consent of Holders

                                	 	 	20	 
	
                                  Section
      9.3

                                	
                                  Compliance
      with Trust Indenture Act

                                	 	 	21	 
	
                                  Section
      9.4

                                	
                                  Revocation
      and Effect of Consents

                                	 	 	21	 
	
                                  Section
      9.5

                                	
                                  Notation
      on or Exchange of Fixed Rate Notes

                                	 	 	21	 
	
                                  Section
      9.6

                                	
                                  Trustee
      Protected

                                	 	 	21	 
	
                                  ARTICLE
      10 SUBORDINATION

                                	 	 	21	 
	
                                  Section
      10.1

                                	
                                  Agreement
      to Subordinate

                                	 	 	21	 
	
                                  Section
      10.2

                                	
                                  Certain
      Definitions

                                	 	 	21	 
	
                                  Section
      10.3

                                	
                                  Liquidation;
      Dissolution; Bankruptcy

                                	 	 	22	 
	
                                  Section
      10.4

                                	
                                  Default
      on Senior Debt

                                	 	 	22	 
	
                                  Section
      10.5

                                	
                                  Acceleration
      of Fixed Rate Notes

                                	 	 	22	 
	
                                  Section
      10.6

                                	
                                  When
      Distribution Must Be Paid Over

                                	 	 	23	 
	
                                  Section
      10.7

                                	
                                  Notice
      by Company

                                	 	 	23	 
	
                                  Section
      10.8

                                	
                                  Subrogation

                                	 	 	23	 
	
                                  Section
      10.9

                                	
                                  Relative
      Rights

                                	 	 	23	 
	
                                  Section
      10.10

                                	
                                  Subordination
      may not be Impaired by Company

                                	 	 	24	 
	
                                  Section
      10.11

                                	
                                  Distribution
      or Notice to Representative

                                	 	 	24	 
	
                                  Section
      10.12

                                	
                                  Rights
      of Trustee and Processing Agent

                                	 	 	24	 
	
                                  Section
      10.13

                                	
                                  Trust
      Moneys Not Subordinated

                                	 	 	24	 
	
                                  Section
      10.14

                                	
                                  Trustee
      and Processing Agent Not Fiduciaries for Holders of Senior
      Debt

                                	24	 
	
                                  ARTICLE
      11 MISCELLANEOUS

                                	 	 	24	 
	
                                  Section
      11.1

                                	
                                  TIA
      Controls

                                	 	 	24	 
	
                                  Section
      11.2

                                	
                                  Notices

                                	 	 	25	 
	
                                  Section
      11.3

                                	
                                  Communication
      by Holders With Other Holders

                                	 	 	25	 
	
                                  Section
      11.4

                                	
                                  Certificate
      and Opinion as to Conditions Precedent

                                	 	 	25	 
	
                                  Section
      11.5

                                	
                                  Statements
      Required in Certificate or Opinion

                                	 	 	25	 
	
                                  Section
      11.6

                                	
                                  Rules
      by Trustee and Agents

                                	 	 	25	 
	
                                  Section
      11.7

                                	
                                  Legal
      Holidays

                                	 	 	26	 
	
                                  Section
      11.8

                                	
                                  No
      Recourse Against Others

                                	 	 	26	 
	
                                  Section
      11.9

                                	
                                  Duplicate
      Originals

                                	 	 	26	 
	
                                  Section
      11.10

                                	
                                  Variable
      Provisions

                                	 	 	26	 
	
                                  Section
      11.11

                                	
                                  Governing
      Law; Waiver of Jury Trial; Consent to Jurisdiction and
    Service

                                	26	 


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

     


    
      
        
          
            
              	
                      Section
      11.12

                    	
                      No
      Adverse Interpretation of Other Agreements

                    	 	 	27	 
	
                      Section
      11.13

                    	
                      Successors

                    	 	 	27	 
	
                      Section
      11.14

                    	
                      Severability

                    	 	 	27	 
	
                      Section
      11.15

                    	
                      Force
      Majeure

                    	 	 	27	 
	
                      Section
      11.16

                    	
                      U.S.A.
      Patriot Act

                    	 	 	27	 


            

          

        

      

    


    
      
         


      

      
        iv

        
          

        

      

      
         


      

    


    THIS
INDENTURE dated as of _____________ ____, 2010, between 84 FINANCIAL L.P., a
Delaware limited partnership (“Company”), and LAW DEBENTURE TRUST COMPANY OF NEW
YORK, a New York trust company (“Trustee”).

     

    Each
party agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the Holders of the Company’s Fixed Rate Subordinated Fixed
Rate Notes:

     

    ARTICLE 1

     

    DEFINITIONS
AND INCORPORATION BY REFERENCE

     

    Section
1.1   Definitions.

     

    “Affiliate” means any person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company.

     

    “Agent” means any processing
agent or paying agent.

     

    “Company” means the party named
as such above until a successor replaces it and thereafter means the successor
or any other obligor with respect to the Fixed Rate Notes.

     

    “Company Order” means an order
signed in the name of the Company by its General Partner or President, and
delivered to the Trustee.

     

    “Date of Issue” means the date
that the Company receives the necessary documentation and the necessary funds
for the purchase of a Fixed Rate Note if such funds are received prior to 3:00
p.m. New York City time on a business day or the next business day if the
Company receives such funds on a non-business day or after 3:00 p.m. New York
City time on a business day. For this purpose, the Company’s business days will
be deemed to be Monday through Friday, except on Legal Holidays, as defined in
section 11.7.

     

    “Fixed Rate Note” or “Fixed Rate Notes” means any
Fixed Rate Subordinated Note or Notes, as the case may be, described herein and
issued under this Indenture, which are evidenced by an individual record or
entries in the name of the particular Holder established on the books and
records of the Company maintained in accordance with the provisions of this
Indenture and which are subject to all terms and conditions of this
Indenture.

     

     “General Partner” means 84
LADC, LLC, a limited liability company duly organized and existing under the
laws of the Commonwealth of Pennsylvania having its main office at 1019 Route
519, Eighty Four, PA 15330, the General Partner of the Company, and any
successor selected pursuant to the Company’s governing documents.

     

    “General Partner Certificate”
means a certificate signed by the General Partner.

     

    “General Partner Resolution”
means a resolution of the General Partner certified by the General
Partner.

     

    “Holder” or “Certificateholder” means a
person in whose name a Fixed Rate Note is registered.

     

    “Indenture” means this
Indenture as amended from time to time.

     

    “Officers’ Certificate” means a
certificate signed by two (2) officers of the Company and containing the
statements set forth in Section 11.5 hereof, unless otherwise set forth
herein.

     

    “Opinion of Counsel” means a
written opinion from legal counsel who is acceptable to the Trustee. The counsel
may be an employee of or counsel to the Company or the Trustee.

     

    “Person” means any individual,
corporation, partnership, joint venture, association, joint stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

     

    “Principal” of a debt security
means the principal of the security on the security.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “SEC” means the United States
Securities and Exchange Commission.

     

    “Stated Maturity,” when used
with respect to a Fixed Rate Note, means the date specified in such Fixed Rate
Note as the fixed date on which the principal of such Fixed Rate Note and any
accrued but unpaid interest is due and payable.

     

    “Subsidiary” means any person
of which at least a majority of capital stock having ordinary voting power for
the election of directors or other governing body of such person is owned by the
Company directly or through one or more subsidiaries.

     

    “TIA” means the Trust Indenture
Act of 1939 (15 U.S. Code 77aaa-77bbbb) as in effect on the date of execution of
this Indenture, except as otherwise provided in Section 9.3.

     

    “Trustee” means the party named
as such above until a successor replaces it and thereafter means the
successor.

     

    “Trust Officer” means any
officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture, the Chairman of the Board, the President or any other officer or
assistant officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.

     

    Section
1.2   Other
Definitions.

     

    
      
        
          
            
              
                
                  
                    	
                            Term

                          	 	
                            Defined in

                            Section

                          	 
	 	 	 	 
	
                            “Bankruptcy
      Law”

                          	 	 	6.1	 
	
                            “Custodian”

                          	 	 	6.1	 
	
                            “Debt”

                          	 	 	10.2	 
	
                            “Event of
      Default”

                          	 	 	6.1	 
	
                            “Legal
      Holiday”

                          	 	 	11.7	 
	
                            “Officer”

                          	 	 	11.10	 
	
                            “Representative”

                          	 	 	10.2	 
	
                            “Senior
    Debt”

                          	 	 	10.2	 
	
                            “U.S. Government
      Obligations”

                          	 	 	8.1	 


                  

                

              

            

          

        

      

    

     


    Section
1.3   Incorporation by Reference
of TIA.

     

    Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture.

     

    The
following TIA terms used in this Indenture have the following
meanings:

     

    “Indenture Securities” means
the Fixed Rate Notes;

     

    “Indenture Security Holder”
means a Holder or a Certificateholder

     

    “Indenture to be Qualified”
means this Indenture;

     

    “Indenture Trustee” or “Institutional Trustee” means
the Trustee; and

     

    “Obligor” on the Fixed Rate
Notes means the Company.

     

    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    All other
terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute, or defined by SEC rule under the TIA have the
meanings assigned to them.

     

    Section
1.4   Rules of
Construction.

     

    Unless
the context otherwise requires:

     

    
      	
               
      

            	
              (1)

            	
              a
      term has the meaning assigned to
it;

            


    

     

    
      	
               
      

            	
              (2)

            	
              an
      accounting term not otherwise defined has the meaning assigned to it in
      accordance with United States generally accepted accounting principles in
      effect on the date of execution of this
  Indenture;

            


    

     

    
      	
               
      

            	
              (3)

            	
              “or” is not
      exclusive;

            


    

     

    
      	
               
      

            	
              (4)

            	
              words
      in the singular include the plural, and in the plural include the
      singular; and

            


    

     

    
      	
               
      

            	
              (5)

            	
              provisions
      apply to successive events and
transactions.

            


    

     

    ARTICLE
2

     

    THE
FIXED RATE NOTES

     

    Section
2.1   Evidence of Fixed Rate
Notes.

     

    The Fixed
Rate Notes shall be evidenced by an individual record or entries in the name of
the particular Holder established on the books and records of the Company
maintained in accordance with the provisions of this Indenture and which are
subject to all terms and conditions of this Indenture.

    


    Section
2.2   Terms.

     

    
      	
            	
              (a)

            	
              Amount Unlimited; Terms.
      The aggregate principal amount of Fixed Rate Notes which may be
      delivered under this Indenture is unlimited. The initial aggregate
      principal amount of the Fixed Rate Notes to be delivered under this
      Indenture shall be $1,000,000,000. The aggregate principal amount may be
      increased, without the need for approval of any Holders or the Trustee by
      means of Company Order, as set forth in Section 9.1.  All Fixed
      Rate Notes issued under this Indenture shall in all respects be equally
      and ratably entitled to the benefits hereof without preference, priority
      or distinction on account of the actual time of the delivery or maturity
      of the Fixed Rate Notes. There shall be established in or pursuant to a
      General Partner Resolution, and set forth in a General Partner
      Certificate, or established in one or more indentures supplemental hereto,
      prior to the issuance of Fixed Rate Notes, the
  following:

            


    

     

    
      	
               
      

            	
              (1)

            	
              any
      limit upon the aggregate principal amount of the Fixed Rate Notes which
      may be delivered under this
Indenture;

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      date or dates (or manner of determining the same) on which the principal
      and interest of the Fixed Rate Notes is
payable;

            


    

     

    
      	
               
      

            	
              (3)

            	
              the
      rate or rates (or the manner of calculation thereof) at which the Fixed
      Rate Notes shall bear interest (if any), the date or dates from which such
      interest shall accrue;

            


    

     

    
      	
               
      

            	
              (4)

            	
              the
      place or places where the principal of (and premium, if any) and interest
      on Fixed Rate Notes shall be payable, and where any Fixed Rate Notes may
      be surrendered for exchange;

            


    

     

    
      	
               
      

            	
              (5)

            	
              the
      period or periods within which, the price or prices at which, and the
      terms and conditions upon which Fixed Rate Notes may be redeemed, in whole
      or in part, at the option of the
Company;

            


    

     

    
      	
               
      

            	
              (6)

            	
              the
      Fixed Rate Notes shall be issuable in registered form without coupons in
      minimum principal denominations of
$500;

            


    

     

    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (7)

            	
              the
      obligation, if any, of the Company to redeem or purchase Fixed Rate Notes
      pursuant to any sinking fund or analogous provisions or at the option of a
      Holder thereof, and the period or periods within which, the price or
      prices at which, and the terms and conditions upon which Fixed Rate Notes
      shall be redeemed or purchased, in whole or in part, pursuant to such
      obligation; and

            


    

     

    
      	
               
      

            	
              (8)

            	
              that
      the Trustee may fix a record date and payment date for any payment to
      Certificateholders pursuant to Section 2.2(a)(7) and at least 15 days
      before such record date, the Trustee shall mail to each such
      Certificateholder and the Company a notice that states the record date,
      the payment date and the amount to be paid;
and

            


    

     

    
      	
               
      

            	
              (9)

            	
              any
      other terms which terms shall not be inconsistent with the provisions of
      this Indenture.

            


    

     

    All Fixed
Rate Notes shall be substantially identical except as set forth herein as to
denomination, interest rate and maturity and except as may otherwise be provided
in or pursuant to such General Partner Resolution and set forth in such General
Partner Certificate or in any such indenture supplemental hereto.

     

    
      	
            	
              (b)

            	
              Subordination. The Fixed
      Rate Notes shall be subordinated and junior in right of payment to all
      Senior Debt of the Company as provided in Article
  10.

            


    

     

    
      	
            	
              (c)

            	
              Authentication. If the
      Company and the Trustee, pursuant to Section 9.1, provide for certificated
      Fixed Rate Notes which may be delivered under this Indenture, a Fixed Rate
      Note shall be deemed authenticated when an authorized signatory of the
      Trustee manually signs the certificate of authentication on such Fixed
      Rate Note.  An authorized signatory of the Trustee shall
      manually sign the certificate of authentication on a Fixed Rate Note only
      if (i) the Company delivers such Fixed Rate Note to the Trustee, (ii) such
      Fixed Rate Note is validly executed by the Company in accordance with the
      terms hereof, and (iii) the Company delivers, before or with such Fixed
      Rate Note, a Company Order setting forth (A) a request that the Trustee
      authenticate such Fixed Rate Note; (B) the Principal of such Fixed Rate
      Note; (C) the name of the registered holder of such Fixed Rate Note; (D)
      the date on which such Fixed Rate Note is to be authenticated; and (E) any
      insertions, omissions or other variations, or notations, legends or
      endorsements permitted under this Indenture and applicable to such Fixed
      Rate Note.  If the Company Order also specifies that the Trustee
      must deliver such Fixed Rate Note to the registered Certificateholder or
      the Depositary, the Trustee shall promptly deliver such Fixed Rate Note in
      accordance with such Company Order.

            


    

     

    The
Trustee shall have the right to decline to authenticate and deliver any Fixed
Rate Notes under this Section if the Trustee, being advised by counsel,
determines that such action may not be lawfully taken or if the Trustee in good
faith shall determine that such action would expose the Trustee to personal
liability to existing Certificateholders.

     

    The
Trustee may appoint an authenticating agent.  If the Trustee appoints
an authenticating agent and such authenticating agent is reasonably acceptable
to the Company, such authenticating agent may authenticate a Fixed Rate Note
whenever the Trustee may authenticate such Fixed Rate Note.  For
purposes of this provision, each reference in this Indenture to authentication
by the Trustee shall be deemed to include authentication by an authenticating
agent, and an authenticating agent shall have the same rights to deal with the
Company as the Trustee would have if it were performing the duties that the
authentication agent was validly appointed to undertake.

     

    Section
2.3   Processing
Agent.

     

    The
Company shall maintain an office or agency where the records evidencing the
Fixed Rate Notes may be maintained (“Processing Agent”). The
Processing Agent shall keep a register of the Fixed Rate Notes. The Company may
appoint one or more co-processing agents. The Company may change any Processing
Agent, or co-processing agent without notice to any Certificateholder. The term
“Processing Agent”
includes any additional processing agent. The Company shall notify the Trustee
of the name and address of any agent not a party to this Indenture. The Company
or any of its Subsidiaries or Affiliates may act as Processing Agent. The
Company initially appoints Bank of New York Mellon as Processing
Agent.

     

    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    

     

    Section
2.4   Processing Agent to Hold
Money in Trust.

     

    The
Company shall require each Processing Agent other than the Trustee to agree in
writing that the Processing Agent will hold in trust for the benefit of
Certificateholders or the Trustee all money held by the Processing Agent for the
payment of principal or interest on the Fixed Rate Notes, and will notify the
Trustee of any failure by the Company in making any such payment. While any such
failure continues, the Trustee may require a Processing Agent to pay all money
held by it to the Trustee. The Company at any time may require a Processing
Agent to pay all money held by it to the Trustee. Upon payment over to the
Trustee, the Processing Agent shall have no further liability for the money. If
the Company acts as Processing Agent, it shall segregate and hold in a separate
bank account for the benefit of the Certificateholders all money held by it as
Processing Agent. The Processing Agent may charge for its expenses in issuing a
replacement principal or interest payment check.

     

    Section
2.5   Certificateholder
Lists.

     

    The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of
Certificateholders. If the Trustee is not the Processing Agent, the Company
shall furnish to the Trustee on a quarterly basis an updated list of the names
and addresses of Certificateholders in such form and as of such date and upon
written request by the Trustee, the Company shall promptly furnish such
list.  Notwithstanding the foregoing, the Company shall notify the
Trustee in writing within one (1) business day, or as soon as is reasonably
practicable, of any changes to the list of Certificateholders described above,
including upon any issuance of additional Fixed Rate Notes
hereunder.  Such notice and/or report shall set forth the relevant
details of any additional issuance of Fixed Rate Notes and/or changes to the
list of Certificateholders, in addition to any other reporting requirements set
forth in this Indenture.

     

    Section
2.6   Outstanding Fixed Rate
Notes.

     

    The Fixed
Rate Notes outstanding at any time are all of the Fixed Rate Notes authenticated
by the Trustee and issued by the Company pursuant to this Indenture except for
those canceled by it or the Trustee, those identified to the Trustee for
cancellation, and those described in this Section as not
outstanding.

     

    If Fixed
Rate Notes are considered paid under Section 4.1, they cease to be outstanding
and interest on them ceases to accrue.  A Fixed Rate Note does not
cease to be outstanding if owned by the Company.

     

    Section
2.7   Treasury Fixed Rate
Notes.

     

    In
determining whether the Holders of the required principal amount of the Fixed
Rate Notes have concurred in any direction, waiver or consent, Fixed Rate Notes
owned by the Company or an Affiliate shall be disregarded, except that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent, only Fixed Rate Notes which a Trust Officer
actually knows are so owned shall be so disregarded.

     

    Section
2.8   Cancellation.

     

    The
Company at any time may identify and/or deliver, if applicable, Fixed Rate Notes
to the Trustee for cancellation. The Processing Agent shall forward to the
Trustee a listing of any Fixed Rate Notes surrendered to it for payment. The
Trustee shall cancel all Fixed Rate Notes surrendered for payment or
cancellation. The Company may not issue new Fixed Rate Notes to replace Fixed
Rate Notes that it has paid or that have been identified to the Trustee for
cancellation.

     

    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

     

    Section
2.9   CUSIP
Numbers.


    If the
Company, when issuing the Fixed Rate Notes, elects to use “CUSIP” numbers (if
generally then in use by the Company), then the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders; provided that any
such notice may state that no representation is being made as to the correctness
of such numbers either as contained in any notice of a redemption or as printed
on any Fixed Rate Note which may be certificated and that reliance may be placed
only on the other identification numbers established on the books and records of
the Company pursuant to Section 2.1, and any such redemption shall not be
affected by any defect in or omission of such numbers.  The Company
will promptly notify the Trustee in writing of any change in the “CUSIP”
numbers.

     

    Section 2.10 Replacement Fixed Rate
Notes.

     

    If the
Company and the Trustee, pursuant to Section 9.1, provide for Certificated Fixed
Rate Notes and if (i) any mutilated Fixed Rate Note is surrendered to the
Trustee, or (ii) the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Fixed Rate Note, and there
is delivered to the Company and the Trustee such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Company or the Trustee that such Fixed Rate Note has been acquired by a
protected purchaser within the meaning of Article 8 of the Uniform Commercial
Code as in effect from time to time in the State of New York, the Company shall
execute and upon a Company Order the Trustee shall authenticate and deliver, in
exchange for any such mutilated Fixed Rate Note or in lieu of any such
destroyed, lost or stolen Fixed Rate Note, a new Fixed Rate Note of like tenor
and principal, bearing a number not contemporaneously outstanding.

     

    
      	
            	
              (a)

            	
              In
      case any such mutilated, destroyed, lost or stolen Fixed Rate Note has
      become or is about to become due and payable, or is about to be purchased
      by the Company pursuant to Article 3 hereof, the Company in its discretion
      may, instead of issuing a new Fixed Rate Note, pay or purchase such Fixed
      Rate Note, as the case may be.

            


    

     

    
      	
            	
              (b)

            	
              Upon
      the issuance of any new Fixed Rate Notes under this Section, the Company
      may require the payment of a sum sufficient to cover any tax or other
      governmental charge that may be imposed in relation thereto and any other
      expenses (including the fees and expenses of the Trustee) connected
      therewith.

            


    

     

    
      	
            	
              (c)

            	
              Every
      new Fixed Rate Note issued pursuant to this Section in lieu of any
      mutilated, destroyed, lost or stolen Fixed Rate Note shall constitute an
      original additional contractual obligation of the Company, whether or not
      the mutilated, destroyed, lost or stolen Fixed Rate Note shall be at any
      time enforceable by anyone, and shall be entitled to all benefits of this
      Indenture equally and proportionately with any and all other Fixed Rate
      Notes duly issued hereunder.

            


    

     

    The provisions of this Section are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Fixed Rate Notes.

     

    ARTICLE
3

     

    REDEMPTION

     

    Section
3.1   Applicability of
Article.

     

    Redemption
of Fixed Rate Notes at the election of the Company, as set forth in a General
Partner Resolution permitted or required by any provision of this Indenture,
shall be made in accordance with such provision and this Article.

     

    Section
3.2   Notices to
Trustee.

     

    If the
Company wants to redeem any or all of the Fixed Rate Notes at any time beginning
180 calendar days after the issuance date, it shall notify the Trustee by
Officers’ Certificate of the redemption date and the principal amount of Fixed
Rate Notes to be redeemed. The Company shall give each notice provided for in
this Section at least thirty (30) and not more than sixty (60) days before the
redemption date.

     

    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    

     

    Section
3.3   Selection of Fixed Rate
Notes to be Redeemed.

     

    If fewer
than all the Fixed Rate Notes are to be redeemed, the Company shall select the
Fixed Rate Notes to be redeemed whether by maturity date, interest rate and/or
amount, and so inform the Trustee by Officers’ Certificate, with a copy to the
Processing Agent, subject to the remainder of this Section. If less than all of
a grouping of Fixed Rate Notes, as specified by Officers’ Certificate, are to be
redeemed, the portion thereof selected for redemption shall be determined
ratably or by lot. If fewer than all of such grouping of Fixed Rate Notes as
specified by Officers’ Certificate are to be redeemed, the Company shall then
make the selection not more than forty-five (45) days before the redemption date
from Fixed Rate Notes outstanding not previously called for redemption. The
Company may select for redemption portions of the principal of Fixed Rate Notes
that have denominations greater than $100. Provisions of this Indenture that
apply to Fixed Rate Notes called for redemption also apply to portions of Fixed
Rate Notes called for redemption. The Company shall notify the Trustee and the
Processing Agent promptly in writing of the Fixed Rate Notes or portions of
Fixed Rate Notes to be called for redemption.

     

    Section
3.4   Notice of
Redemption.

     

    At least
thirty (30) days but not more than sixty (60) days before a redemption date, the
Company shall mail a notice of redemption by first-class mail to each Holder of
Fixed Rate Notes whose Fixed Rate Notes are to be redeemed.

     

    The
notice shall identify the Fixed Rate Notes (including CUSIP numbers, if
applicable) to be redeemed and shall state:

     

    
      	
               
      

            	
              (1)

            	
              the
      redemption date;

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      redemption price, which shall be equal to 100% of the principal amount of
      the Fixed Rate Note plus accrued interest on a daily basis to the
      redemption date;

            


    

     

    
      	
               
      

            	
              (3)

            	
              the
      name and address of the Processing
Agent;

            


    

     

    
      	
               
      

            	
              (4)

            	
              if
      fewer than all Fixed Rate Notes are to be redeemed, the identification of
      the particular Fixed Rate Notes (or portion thereof) to be redeemed as
      well as the aggregate principal amount of Fixed Rate Notes to be redeemed
      and the aggregate principal amount of Fixed Rate Notes to be outstanding
      after such partial redemption;

            


    

     

    
      	
               
      

            	
              (5)

            	
              that,
      upon receipt by the Processing Agent of the necessary funds in connection
      with the redemption, interest on Fixed Rate Notes or portions of Fixed
      Rate Notes called for redemption ceases to accrue on and after the
      redemption date; and

            


    

     

    
      	
               
      

            	
              (6)

            	
              if
      any Fixed Rate Note is being redeemed in part, the portion of the
      principal amount of such Fixed Rate Note to be redeemed and that after the
      redemption date the principal amount equal to the unredeemed portion shall
      be evidenced on the books and records of the
  Company.

            


    

     

    At the
Company’s written request at least 45 days before a redemption date, the Trustee
shall give the notice of redemption in the Company’s name and at its
expense.

     

    Section
3.5   Effect of Notice of
Redemption.

     

    Once
notice of redemption is mailed, Fixed Rate Notes called for redemption become
due and payable on the redemption date at the redemption price.  If
notice of redemption has been given as provided in Section 3.2 or Section 3.3,
the Fixed Rate Notes or portions of Fixed Rate Notes with respect to which such
notice has been given shall become due and payable on the date and at the place
or places stated in such notice at the applicable redemption price, together
with any interest accrued to the date fixed for redemption, and upon receipt of
the necessary funds by the Processing Agent in connection with such redemption
(unless the Company shall default in the payment of such Fixed Rate Notes or
portions of such Fixed Rate Notes, together with any interest accrued to said
date) any interest on the Fixed Rate Notes of such series or portions of Fixed
Rate Notes of such series so called for redemption shall cease to
accrue.

     

    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    

     

    Section
3.6   Deposit of Redemption
Price.

     

    On or
before 10:00 a.m. New York City time, on the redemption date, the Company shall
deposit with the Processing Agent, or if the Company is acting as Processing
Agent it shall deposit into a separate bank account pursuant to Section 2.4
hereof, money sufficient to pay the redemption price of and accrued interest on
all Fixed Rate Notes to be redeemed on that date.

     

    Section
3.7   Fixed Rate Notes Redeemed in
Part.

     

    Upon
surrender of a Fixed Rate Note that is redeemed in part, the Company shall
record for the Holder evidence on the books and records of the Company of a new
Fixed Rate Note equal in principal amount to the unredeemed portion of the Fixed
Rate Note surrendered.

     

    Section
3.8   Redemption Option Upon Death
of Holder.

     

    
      	
            	
              (a)

            	
              Subject
      to the provisions of Article 10 and this Article 3 and upon the request of
      the appropriate Person as listed in this subsection, upon the death of any
      Holder of one or more Fixed Rate Notes, the Company shall be required to
      redeem Fixed Rate Notes held by a Holder of such Fixed Rate Notes at the
      date of such Holder’s death, as requested in the manner, and subject to
      the limitations, set forth below. The redemption price shall be equal to
      the principal amount of the Fixed Rate Note plus accrued interest on a
      daily basis to the redemption date and without any penalty. Redemption of
      such Fixed Rate Notes shall be made as soon as reasonably possible based
      on the Company’s cash situation at the time but generally within 7 days
      following the receipt by the Company or the Trustee of all of the
      following:

            


    

     

    
      	
               
      

            	
              (1)

            	
              a
      written request for redemption of the Fixed Rate Notes signed by a duly
      authorized representative of the Holder, which request shall set forth the
      name of the Holder, the date of death of the Holder and the principal
      amount of the Fixed Rate Notes to be
redeemed;

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      principal amount of the deceased Holder’s Fixed Rate Notes to be redeemed;
      and

            


    

     

    
      	
               
      

            	
              (3)

            	
              evidence
      satisfactory to the Company of the death of such Holder and the authority
      of the representative to such extent as may be required by the
      Company.

            


    

     

    
      	
            	
              (b)

            	
              Authorized
      representatives of a Holder shall include the following: executors,
      administrators or other legal representatives of an estate; trustees of a
      trust; joint owners of Fixed Rate Notes owned in joint tenancy or tenancy
      by the entirety; attorneys-in-fact; and other persons generally recognized
      as having legal authority to act on behalf of
  another.

            


    

     

    
      	
            	
              (c)

            	
              In
      connection with a redemption under this  Section 3.8, the
      Trustee shall receive an Officers’ Certificate certifying each of the
      foregoing items in Sections 3.8(a) and (b)
  above.

            


    

     

    Section
3.9   Redemption Option at Request
of Holder.

     

    Beginning
six (6) months after the issuance date, at the written request of the Holder
delivered to the Company at any time, the Company may, at its option and subject
to the restrictions of Article 10 below, but shall not be required to, redeem
the Fixed Rate Note for a redemption price equal to the principal amount plus an
amount equal to the unpaid interest thereon for the Fixed Rate Note, as
adjusted, at the stated rate to the redemption date minus an amount equal to the
interest that would be payable thereon at the rate stated above over the last
180 days immediately prior to the redemption date.

     

    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    

     

    ARTICLE
4

     

    COVENANTS

     

    Section
4.1   Payment of Fixed Rate
Notes.

     

    The
Company shall pay the principal of and interest on the Fixed Rate Notes on the
dates and in the manner provided in the Fixed Rate Notes. Principal and interest
shall be considered paid on the date due if the Processing Agent holds on that
date money designated for and sufficient to pay all principal and interest then
due.

     

    Section
4.2   SEC
Reports.

     

    The
Company shall file with the Trustee within fifteen (15) days after it files them
with the SEC copies of the annual reports and quarterly reports and of the
information, documents, and other reports (or copies of such portions of any of
the foregoing as the SEC may by rules and regulations prescribe) for the Fixed
Rate Notes which the Company may be required to file with the SEC pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended.
The Company also shall comply with the other provisions of TIA Section
314(a).  Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).  The Trustee
shall have no liability or responsibility for the filing, timeliness or content
of any such report.

     

    Section
4.3   Compliance
Certificate.

     

    The
Company shall deliver to the Trustee, within one hundred twenty (120) days after
the end of each fiscal year of the Company, an Officers’ Certificate (one of the
signers of which shall be the principal executive officer, principal financial
officer or principal accounting officer of the Company) stating that a review of
the activities of the Company and its subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default (without regard to grace periods or notice
requirements) in the performance or observance of any of the terms, provisions
and conditions hereof (or, if an Event of Default shall have occurred,
describing all such Events of Default of which he or she may have knowledge) and
that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Fixed Rate Notes are prohibited. See Section
11.10.

     

    Section
4.4   Usury
Laws.

     

    The
Company will not voluntarily claim and will actively resist any attempts to
claim the benefit of any usury laws against the Holders of the Fixed Rate
Notes.

     

    Section
4.5   Money for Fixed Rate Note
Payments to be Held in Trust.

     

    Whenever
the Company shall have one or more Processing Agents, it will, on or prior to
10:00 a.m. New York City time, on each date for the payment of the principal of
or interest on the Fixed Rate Notes, deposit with a Processing Agent a sum
sufficient to pay the principal or interest so becoming due, such sum to be held
in trust for the benefit of the persons entitled to such payments; and, unless
such Processing Agent is the Trustee, the Company will promptly notify the
Trustee of its action or failure so to act.

     

    The
Company will cause each Processing Agent other than the Trustee to execute and
deliver to the Trustee an instrument in which such Processing Agent shall agree
with the Trustee, subject to the provisions of this Section 4.5, that such
Processing Agent will:

     

    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              (1)

            	
              hold
      all sums held by it for the payment of the principal of or interest on the
      Fixed Rate Notes in trust for the benefit of the persons entitled thereto
      until such sums shall be paid to such persons or otherwise disposed of as
      herein provided;

            


    

     

    
      	
               
      

            	
              (2)

            	
              give
      the Trustee notice of any default by the Company (or any other obligor
      upon the Fixed Rate Notes) in the making of any payment of principal or
      interest; and

            


    

     

    
      	
               
      

            	
              (3)

            	
              at
      any time during the continuance of any such default, upon the written
      request of the Trustee, forthwith pay to the Trustee all sums so held in
      trust by such Processing Agent.

            


    

     

    For the
purpose of obtaining the satisfaction and discharge of this Indenture or for any
other purpose, the Company may at any time pay, or direct any Processing Agent
to pay, to the Trustee all sums held in trust by the Company or such Processing
Agent, such sums to be held by the Trustee upon the same terms as those upon
which such sums were held by the Company or such Processing Agent; and, upon
such payment by the Company or any Processing Agent to the Trustee, the Company
or such Processing Agent, as the case may be, shall be released from all further
liability with respect to such money.

     

    Section
4.6   Continued
Existence.

     

    Subject
to Article 5, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence as a limited
partnership.

     

    ARTICLE
5

     

    SUCCESSORS

     

    Section
5.1   When Company May Merge,
Etc.

     

    The
Company shall not consolidate or merge with or into, or transfer or assign all
or substantially all of its assets to, any Person unless the Person formed by or
surviving any such consolidation or merger (if other than the Company), or to
which such sale or conveyance shall have been made, assumes by supplemental
indenture all the obligations of the Company under the Fixed Rate Notes then
outstanding and this Indenture.

     

    The
Company shall deliver to the Trustee prior to the proposed transaction an
Officers’ Certificate to the foregoing effect and an Opinion of Counsel stating
that the proposed transaction and such supplemental indenture comply with this
Indenture.

     

    The
surviving Person shall be the successor Company, but the predecessor Company in
the case of a transfer or assignment shall not be released from the obligation
to pay the principal of and interest on the Fixed Rate Notes.

     

    ARTICLE
6

     

    DEFAULTS
AND REMEDIES

     

    Section
6.1   Events of
Default.

     

    An “Event Of Default” occurs
if:

     

    
      	
               
      

            	
              (1)

            	
              the
      Company defaults in the payment of interest on any Fixed Rate Note when
      the same becomes due and payable and the default continues for a period of
      thirty (30) days;

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      Company defaults in the payment of the principal of any Fixed Rate Note
      when the same becomes due and payable at maturity, upon redemption or
      otherwise, and the default continues for a period of thirty (30)
      days;

            


    

     

    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (3)

            	
              the
      Company fails to comply with any of its other agreements or covenants in,
      or provisions of, the Fixed Rate Notes or this Indenture and the default
      continues for the period and after the notice specified
    below;

            


    

     

    
      	
               
      

            	
              (4)

            	
              the
      Company or any material subsidiary pursuant to or within the meaning of
      any Bankruptcy Law now or hereafter in
effect:

            


    

     

    
      	
               
      

            	
              (A)

            	
              commences
      a voluntary proceeding under any such Bankruptcy
  Law;

            


    

     

    
      	
               
      

            	
              (B)

            	
              consents
      to the entry of an order for relief against it in an involuntary
      Bankruptcy proceeding;

            


    

     

    
      	
               
      

            	
              (C)

            	
              consents
      to the appointment of a Custodian of it or for all or substantially all of
      its property;

            


    

     

    
      	
               
      

            	
              (D)

            	
              makes
      a general assignment for the benefit of its creditors;
  or

            


    

     

    
      	
               
      

            	
              (E)

            	
              generally
      is unable to pay its debts as the same become
  due;

            


    

     

    
      	
               
      

            	
              (5)

            	
              a
      court of competent jurisdiction enters an order or decree under any
      Bankruptcy Law that:

            


    

     

    
      	
               
      

            	
              (A)

            	
              is
      for relief against the Company or any material subsidiary in an
      involuntary Bankruptcy proceeding;

            


    

     

    
      	
               
      

            	
              (B)

            	
              appoints
      a Custodian of the Company or any material subsidiary or for all or
      substantially all of its property;
or

            


    

     

    
      	
               
      

            	
              (C)

            	
              orders
      the winding up or liquidation of the Company or any material subsidiary,
      and the order or decree remains unstayed and in effect for 60
      days.

            


    

     

    The term
“Bankruptcy Law” means
Title 11 of the United States Code or any similar Federal or State law for the
relief of debtors. The term “Custodian” means any receiver,
trustee, assignee, liquidator, sequestrator or similar official under any
Bankruptcy Law.

     

    A default
under clause (3) is not an Event of Default until the Trustee or the Holders of
at least a majority in principal amount of the then outstanding Fixed Rate Notes
notify the Company of the default and the Company does not cure the default
within sixty (60) days after receipt of the notice. The notice must specify the
default, demand that it be remedied and state that the notice is a “Notice of
Default.”

     

    Section
6.2   Acceleration.

     

    If an
Event of Default occurs and is continuing, the Trustee by written notice to the
Company, or the Holders of at least a majority in principal amount of the then
outstanding Fixed Rate Notes, by written notice to the Company and the Trustee,
may declare the principal of and accrued interest on all the Fixed Rate Notes to
be due and payable. Upon such declaration, the principal and interest owing on
the then outstanding Fixed Rate Notes shall be due and payable immediately. The
Holders of a majority in principal amount of the then outstanding Fixed Rate
Notes, by written notice to the Trustee, may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived, except
nonpayment of principal or interest that has become due solely because of the
acceleration.  In addition, the Holders of a majority in principal
amount of the then outstanding Fixed Rate Notes, by written notice to the
Company and the Trustee, may waive an existing event of default or compliance
with any provision of the Indenture or Fixed Rate Note, except in the payment of
principal or interest on the Fixed Rate Notes.

     

    Section
6.3   Other
Remedies.

     

    If an
Event of Default occurs and is continuing, the Trustee may pursue any available
remedy to collect the payment of principal or interest on the Fixed Rate Notes
or to enforce the performance of any provision of the Fixed Rate Notes or this
Indenture.

     

    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

     

    The
Trustee may maintain a proceeding even if it does not possess a recent list of
the Certificateholders as described in Section 2.5. A delay or omission by the
Trustee or any Holder of Fixed Rate Notes in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

     

    Section
6.4   Waiver of Past
Defaults.

     

    The
Holders of a majority in principal amount of the then outstanding Fixed Rate
Notes, by notice to the Trustee, may waive an existing Event of Default and its
consequences except a continuing  Event of Default in the payment of
the principal of or interest on the Fixed Rate Notes.

     

    Section
6.5   Control by
Majority.

     

    The
Holders of a majority in principal amount of the then outstanding Fixed Rate
Notes may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture, is unduly prejudicial to the rights of
other Holders of the Fixed Rate Notes, or would involve the Trustee in personal
liability.

     

    Section
6.6   Limitation on
Suits.

     

    The
Holder of Fixed Rate Notes may pursue a remedy with respect to this Indenture or
the Fixed Rate Notes only if:

     

    
      	
               
      

            	
              (1)

            	
              the
      Holder gives to the Trustee notice of a continuing Event of
      Default;

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      Holders of at least 25% in principal amount of the then outstanding Fixed
      Rate Notes make a request to the Trustee to pursue the
    remedy;

            


    

     

    
      	
               
      

            	
              (3)

            	
              such
      Holder or Holders offer to the Trustee indemnity satisfactory to the
      Trustee against any loss, liability or
expense;

            


    

     

    
      	
               
      

            	
              (4)

            	
              the
      Trustee does not comply with the request within sixty (60) days after
      receipt of the request and the offer of indemnity;
  and

            


    

     

    
      	
               
      

            	
              (5)

            	
              during
      such sixty (60)-day period the Holders of a majority of principal amount
      of the then outstanding Fixed Rate Notes do not give the Trustee a
      direction inconsistent with the
request.

            


    

     

    A
Certificateholder may not use this Indenture to prejudice the rights of another
Holder of the Fixed Rate Notes or to obtain a preference or priority over
another Holder of the Fixed Rate Notes (it being understood that the Trustee
does not have an affirmative duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holders).

     

    Section
6.7   Rights of Holders to Receive
Payment.

     

    Notwithstanding
any other provision of this Indenture, the right of any Holder of a Fixed Rate
Note to receive payment of principal and interest on the Fixed Rate Note, on or
after the respective due dates expressed in the Fixed Rate Note, or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of the
Holder.

     

    Section
6.8   Collection Suit by
Trustee.

     

    If an
Event of Default specified in Section 6.1(1) or Section 6.1(2) occurs and is
continuing, the Trustee may, at the full expense of the Company, recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal and interest and fees and expenses remaining
unpaid on, or related to, the Fixed Rate Notes with respect to which the Event
of Default occurred in each case at the rate per annum borne by the Fixed Rate
Notes and such amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

     

    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    

     

    Section
6.9   Trustee May File Proofs of
Claim.

     

    The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Certificateholders allowed in any judicial
proceedings relative to the Company, its creditors or its property. The Trustee
shall be entitled to participate as a member of any official committee of
creditors in the matters as it deems necessary or advisable.

     

    Section 6.10 Priorities.

     

    If the
Trustee collects any money pursuant to this Article, it shall pay out the money
in the following order:

     

    
      
        
          	
                  First:

                	 
      	
                  to
      the Trustee for amounts due under Section 7.7;

                
	 
      	 
      
	
                  Second:

                	 
      	
                  to
      holders of Senior Debt to the extent required by Article
    10;

                
	 
      
	
                  Third:

                	 
      	
                  to
      Holders of Fixed Rate Notes for amounts due and unpaid on the Fixed Rate
      Notes for principal and interest, ratably, without preference or priority
      of any kind, according to the amounts due and payable on the Fixed Rate
      Notes for principal and interest; and

                
	 
      	 
      
	
                  Fourth:

                	 
      	
                  to
      the Company.

                


        

      

    

     

    The
Trustee may fix a record date and payment date for any payment to the
Certificateholders pursuant to this Section 6.10.

     

    Section 6.11 Undertaking for
Costs.

     

    In any
suit for the enforcement of any right or remedy under this Indenture or in any
suit against the Trustee for any action taken or omitted by it as a Trustee, a
court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.7, or a suit by Holders of more than 10% in
principal amount of the then outstanding Fixed Rate Notes.

     

    ARTICLE
7

     

    TRUSTEE

     

    Section
7.1   Duties of
Trustee.

     

    
      	
            	
              (a)

            	
              If
      an Event of Default has occurred and is continuing, the Trustee shall
      exercise such of the rights and power vested in it by this Indenture, and
      use the same degree of care and skill in their exercise as a prudent
      person would exercise or use under the circumstances in the conduct of his
      or her own affairs.

            


    

     

    
      	
            	
              (b)

            	
              Except
      during the continuance of an Event of
Default:

            


    

     

    
      	
               
      

            	
              (1)

            	
              The
      Trustee need perform only those duties that are specifically set forth in
      this Indenture and no duties, covenants, responsibilities or obligations
      shall be implied in this Indenture against the Trustee;
  and

            


    

     

    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (2)

            	
              In
      the absence of willful misconduct on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions
      (including without limitation Officers’ Certificates and Opinions of
      Counsel) furnished to the Trustee and conforming to the requirements of
      this Indenture. However, in the case of any such certificates or opinions
      which by any provision hereof are specifically required to be furnished to
      the Trustee, the Trustee shall be under a duty to examine the same to
      determine whether or not they conform to the requirements of this
      Indenture (but need not confirm or investigate the accuracy of
      mathematical calculations or other facts stated
  therein).

            


    

     

    
      	
            	
              (c)

            	
              The
      Trustee may not be relieved from liability for its own negligent action,
      its own negligent failure to act, or its own willful misconduct, except
      that:

            


    

     

    
      	
               
      

            	
              (1)

            	
              This
      paragraph does not limit the effect of paragraph (b) of this
      Section;

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      Trustee shall not be liable for any error of judgment made in good faith
      by a Trust Officer, unless it is proved that the Trustee was negligent in
      ascertaining the pertinent facts;
and

            


    

     

    
      	
               
      

            	
              (3)

            	
              The
      Trustee shall not be liable with respect to any action it takes or omits
      to take in good faith in accordance with a direction received by it
      pursuant to Section 6.5.

            


    

     

    
      	
            	
              (d)

            	
              Every
      provision of this Indenture that in any way relates to the Trustee is
      subject to paragraphs (a), (b) and (c) of this
  Section.

            


    

     

    
      	
            	
              (e)

            	
              The
      Trustee may refuse to perform any duty or exercise any right or power
      unless it receives indemnity satisfactory to it against any loss,
      liability or expense.

            


    

     

    
      	
            	
              (f)

            	
              The
      Trustee shall not be liable for interest on any money received by it
      except as the Trustee may expressly agree in writing with the Company.
      Money held in trust by the Trustee must  be segregated from its
      other funds to the extent required by
law.

            


    

     

    Section
7.2   Rights of
Trustee.

     

    
      	
            	
              (a)

            	
              The
      Trustee may conclusively rely on any document believed by it to be genuine
      and to have been signed or presented by the proper person. The Trustee
      need not investigate any fact or matter stated in the
      document.

            


    

     

    
      	
            	
              (b)

            	
              Before
      the Trustee acts or refrains from acting, it may require an Officers’
      Certificate and/or an Opinion of Counsel. The Trustee shall not be liable
      for any action it takes or omits to take in good faith in reliance of the
      Officers’ Certificate or Opinion of
Counsel.

            


    

     

    
      	
            	
              (c)

            	
              The
      Trustee may act through agents and shall not be responsible for the
      misconduct or negligence of any agent appointed with due care and approved
      in advance in writing by the Company, such approval not to be unreasonably
      withheld or delayed; provided, however, that the Company shall not have
      any such approval or consent right in connection with the appointment of
      any agent by the Trustee upon the occurrence and during the continuation
      of an Event of Default or upon the occurrence of any event that, upon
      giving notice of such event and/or with the passage of time, would
      constitute an Event of Default.

            


    

     

    
      	
            	
              (d)

            	
              The
      Trustee shall not be liable for any action it takes or omits to take in
      good faith which it believes to be authorized or within its rights or
      powers.

            


    

     

    
      	
            	
              (e)

            	
              The
      Trustee may consult with counsel of its selection and the advice of such
      counsel or any Opinion of Counsel shall be full and complete authorization
      and protection in respect of any action taken, suffered or omitted by it
      hereunder in good faith and in reliance
thereon.

            


    

     

    
      	
            	
              (f)

            	
              In
      no event shall the Trustee be responsible or liable for special, indirect,
      punitive or consequential loss or damage of any kind whatsoever
      (including, but not limited to, loss of profit) irrespective of whether
      the Trustee has been advised of the likelihood of such loss or damage and
      regardless of the form of action.

            


    

     

    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    

     

    
      	
            	
              (g)

            	
              The
      Trustee shall not be deemed to have notice of any default or Event of
      Default unless a Trust Officer has actual knowledge thereof or unless
      written notice of any event which is in fact such a default is received by
      the Trustee at the designated corporate trust office of the Trustee, and
      such notice references the Fixed Rate Notes and this
      Indenture.

            


    

     

    
      	
            	
              (h)

            	
              The
      rights, privileges, protections, immunities and benefits given to the
      Trustee, including, without limitation, its right to be indemnified, are
      extended to, and shall be enforceable by, the Trustee in each of its
      capacities hereunder, and each agent, custodian and other Person employed
      to act hereunder.

            


    

     

    
      
        	
              	
                (i)

              	
                The
      Trustee shall not be required to give any bond or surety in respect of the
      performance of its powers and duties
hereunder.

              


      

    

     

    
      
        	
              	
                (j)

              	
                The
      Trustee may request that the Company deliver a certificate setting forth
      the names of individuals and/or titles of officers authorized at such time
      to take specified actions pursuant to this
  Indenture.

              


      

    

     

    Section
7.3   Individual Rights of
Trustee.

     

    Subject
to Section 7.1:

     

    
      	
            	
              (a)

            	
              The
      Trustee in its individual or any other capacity may become the owner or
      pledgee of Fixed Rate Notes and may otherwise deal with the Company or an
      Affiliate with the same rights it would have if it were not Trustee. Any
      Agent may do the same with like
rights.

            


    

     

    
      	
            	
              (b)

            	
              The
      Company shall notify the Trustee promptly in writing if the Fixed Rate
      Notes become listed on any securities exchange or of any delisting thereof
      and the Trustee shall comply with Section 313(d) of the
    TIA.

            


    

     

    Section
7.4   Trustee’s
Disclaimer.

     

    The
Trustee makes no representation as to the validity or adequacy of this Indenture
or the Fixed Rate Notes, it shall not be accountable for the Company’s use of
the proceeds from the Fixed Rate Notes, and it shall not be responsible for any
statement in the Fixed Rate Notes.

     

    Section
7.5   Notice of
Defaults.

     

    If an
Event of Default occurs and is continuing and if it is known to the Trustee, the
Trustee shall mail to Holders of the Fixed Rate Notes a notice of the Event of
Default within ninety (90) days after it occurs. Except in the case of an Event
of Default in payment on a Fixed Rate Note, the Trustee may withhold the notice
if and so long as it in good faith determines that withholding the notice is in
the interests of Holders of the Fixed Rate Notes.

     

    Section
7.6   Reports by Trustee to
Holders.

     

    Within 60
days after the reporting date stated in Section 11.10, the Trustee shall mail to
Certificateholders a brief report dated as of such reporting date that complies
with Section 313(a) of the TIA, if such report is required by such Section
313(a). The Trustee also shall comply with Section 313(b)(2) of the
TIA.

     

    A copy of
each report at the time of its mailing to Certificateholders shall be filed with
the SEC and each stock exchange on which the Fixed Rate Notes are listed. The
Company shall notify the Trustee promptly in writing whenever the Fixed Rate
Notes are listed on any stock exchange or of any delisting thereof.

     

    Section
7.7   Compensation and
Indemnity.

     

    The
Company shall pay to the Trustee from time to time such compensation for its
services as has been agreed and set forth in that the certain letter agreement
by and between the Company and the Trustee dated June 17, 2010, and as may be
agreed and set forth in any subsequent letter agreement between the Company and
the Trustee, including, and without limitation, the fees set forth in Section
6.8 hereof. The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred by it.
Such expenses shall include the reasonable compensation and out-of-pocket
expenses of the Trustee’s agents and counsel.

     

    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    

     

    The
Company agrees to indemnify the Trustee or any predecessor Trustee and their
agents for, and to hold them harmless against, any and all loss, damage, claims,
liability or expense, including taxes (other than taxes based upon, measured by
or determined by the income of the Trustee), arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against any claim (whether
asserted by the Company, or any Certificateholder or any other Person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder, or in connection with enforcing the provisions of this
Section, except to the extent that such loss, damage, claim, liability or
expense is due to its own negligence or willful misconduct. The Trustee shall
have no liability or responsibility for the action or inaction of any successor
Trustee or the Agent.

     

    The
Trustee may have separate counsel, and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably
withheld.

     

    The
Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee through negligence or willful
misconduct.

     

    To secure
the Company’s payment of obligations in this Section, the Trustee shall have a
lien prior to the Fixed Rate Notes on all money or property held or collected by
the Trustee, including that held in trust to pay principal and interest on the
Fixed Rate Notes.

     

    Subject
to Section 6.9 hereof, when the Trustee incurs expenses or renders services
after an Event of Default specified in Section 6.1(4) or (5) occurs, the
expenses and the compensation for the services are intended to constitute
expenses of administration under any Bankruptcy Law.

     

    The
provisions of this Section 7.7 shall survive the termination of this Indenture
and the removal or resignation of the Trustee.

     

    Section
7.8   Replacement of
Trustee.

     

    A
resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section.

     

    The
Trustee may resign by so notifying the Company. The Trustee may be removed with
respect to the Fixed Rate Notes by the Holders of a majority in principal amount
of the then outstanding Fixed Rate Notes by so notifying the Trustee and the
Company. The Company may remove the Trustee if:

     

    
      	
               
      

            	
              (1)

            	
              the
      Trustee fails to comply with Section
7.10;

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      Trustee is adjudged a bankrupt or an insolvent or any order for relief is
      entered with respect to the Trustee under any Bankruptcy
    Law;

            


    

     

    
      	
               
      

            	
              (3)

            	
              a
      Custodian or public officer takes charge of the Trustee or its property;
      or

            


    

     

    
      	
               
      

            	
              (4)

            	
              the
      Trustee becomes incapable of
action.

            


    

     

    If the
Trustee resigns or is removed or if a vacancy exists in the office of the
Trustee for any reason, the Company shall promptly appoint a successor Trustee.
Within one year after the successor Trustee takes office, a successor Trustee
may be appointed by act of the Holders of a majority in principal amount of the
then outstanding Fixed Rate Notes to replace the successor Trustee appointed by
the Company.

     

    If a
successor Trustee does not take office within sixty (60) days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or the Holders
of at least 10% in principal amount of the then outstanding Fixed Rate Notes may
petition, at the expense of the Company, any court of competent jurisdiction for
the appointment of a successor Trustee.

     

    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    

     

    If the
Trustee fails to comply with Section 7.10, any Holder of the Fixed Rate Notes
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

     

    A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Thereupon the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to the Holders of Fixed
Rate Notes. The retiring Trustee shall promptly transfer all property held by it
as Trustee to the successor Trustee, subject to the lien provided for in Section
7.7.

     

    Section
7.9   Successor Trustee by Merger,
Etc.

     

    If the
Trustee consolidates, merges or converts into, or transfers all or substantially
all of its corporate trust business to another corporation, the successor
corporation without any further act shall be the successor Trustee.

     

    Section 7.10 Eligibility;
Disqualification.

     

    This
Indenture shall always have a Trustee who satisfies the requirements of Sections
310(a)(1), 310(a)(2) and 310(a)(5) of the TIA. The Trustee shall always have a
combined capital and surplus as stated in the TIA. The Trustee is subject to
Section 310(b) of the TIA.

     

    Section 7.11 Preferential Collection of
Claims Against Company.

     

    The
Trustee is subject to Section 311(a) of the TIA, excluding any creditor
relationship described in Section 311(b) of the TIA. A Trustee who has resigned
or been removed shall be subject to Section 311(a) of the TIA to the extent
indicated therein.

     

    ARTICLE
8

     

    DISCHARGE
OF INDENTURE; DEFEASANCE

     

    Section
8.1   Termination of Company’s
Obligations.

     

    This
Indenture shall cease to be of further effect (except that the Company’s
obligations under Sections 7.7 and 8.5 shall survive) when all outstanding Fixed
Rate Notes theretofore issued have been identified to the Trustee for
cancellation.  In addition, the Company may terminate its obligations
under this Indenture if:

     

    
      	
            	
              (a)

            	
              The
      Fixed Rate Notes then outstanding mature within one year or all of the
      Fixed Rate Notes then outstanding are to be called for redemption within
      one year under arrangements satisfactory to the Trustee for giving the
      notice of redemption; and

            


    

     

    
      	
            	
              (b)

            	
              The
      Company irrevocably deposits in trust with the Trustee money or U.S.
      Government Obligations sufficient to pay principal and interest on the
      Fixed Rate Notes then outstanding to maturity or redemption, as the case
      may be. The Company may make the deposit only during the one-year period
      and only if Article 10 permits
it.

            


    

     

    However,
the Company’s obligations in Sections 2.3, 2.4, 2.5, 2.10, 4.1, 6.7, 6.8, 7.7,
7.8 and 8.5, and in Article 10, shall survive until no Fixed Rate Notes are
outstanding. Thereafter, only the Company’s obligations in Sections 2.10, 7.7,
7.8 and 8.5 shall survive.

     

    If a
deposit is made pursuant to this Section 8.1, the Trustee, upon request, shall
acknowledge in writing the discharge of the Company’s obligations under this
Indenture, except for those surviving obligations specified above.

     

    In order
to have money available on a payment date to pay principal or interest on the
Fixed Rate Notes, the U.S. Government Obligations shall be payable as to
principal or interest on or before such payment date in such amounts as will
provide the necessary money. U.S. Government Obligations shall not be callable
at the issuer’s option.

     

    
      
         


      

      
        -17-

        
          

        

      

      
         


      

    

     

    “U.S. Government Obligations”
means direct obligations of the United States of America or its agencies for the
payment of which the full faith and credit of the United States of America is
pledged.

     

    Section
8.2   Legal Defeasance and
Covenant Defeasance.

     

    
      	
            	
              (a)

            	
              The
      Company may, at its option and at any time, elect to have either paragraph
      (b) or (c) below be applied to all outstanding Fixed Rate Notes upon
      compliance with the conditions set forth in Section
  8.3.

            


    

     

    
      	
            	
              (b)

            	
              Upon
      the Company’s exercise under Section 8.2(a) hereof of the option
      applicable to this Section 8.2(b), the Company shall, subject to the
      satisfaction of the conditions set forth in Section 8.3, be deemed to have
      been discharged from its obligations with respect to all outstanding Fixed
      Rate Notes on the date the conditions set forth below are satisfied
      (hereinafter, “Legal
      Defeasance”). For this purpose, Legal Defeasance means that the
      Company shall be deemed to have paid and discharged the entire Debt
      represented by the outstanding Fixed Rate Notes, which shall thereafter be
      deemed to be “outstanding” only for the purposes of Section 8.4 hereof and
      the other Sections of this Indenture referred to in (i) and (ii) below,
      and to have satisfied all its other obligations under such Fixed Rate
      Notes and this Indenture (and the Trustee, on demand of and at the expense
      of the Company, shall execute proper instruments acknowledging the same),
      except for the following provisions which shall survive until otherwise
      terminated or discharged hereunder:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      rights of Holders of outstanding Fixed Rate Notes to receive, solely from
      the trust fund described in Section 8.4 hereof, and as more fully set
      forth in such Section 8.4, payments in respect of the principal of and
      interest on such Fixed Rate Notes when such payments are
    due;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Company’s obligations with respect to such Fixed Rate Notes under Article
      2 and Section 4.1 hereof;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      rights, powers, trusts, duties and immunities of the Trustee hereunder and
      the Company’s obligations in connection therewith;
  and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      provisions of this Article 8 applicable to Legal
    Defeasance.

            


    

     

    Subject
to compliance with this Article 8, the Company may exercise its option under
this Section 8.2(b) notwithstanding the prior exercise of its option under
Section 8.2(c) hereof.

     

    
      	
            	
              (c)

            	
              Upon
      the Company’s exercise under paragraph (a) hereof of the option applicable
      to this paragraph (c), the Company shall, subject to the satisfaction of
      the conditions set forth in Section 8.3 hereof, be released from its
      obligations under the covenants contained in Sections 4.2 and 4.5 hereof
      with respect to the outstanding Fixed Rate Notes on and after the date the
      conditions set forth in Section 8.3 are satisfied (hereinafter, “Covenant Defeasance”),
      and the Fixed Rate Notes shall thereafter be deemed not “outstanding” for
      the purposes of any direction, waiver, consent or declaration or act of
      Holders (and the consequences of any thereof) in connection with such
      covenants, but shall continue to be deemed “outstanding” for all other
      purposes hereunder (it being understood that such Fixed Rate Notes shall
      not be deemed outstanding for accounting purposes). For this purpose,
      Covenant Defeasance means that, with respect to the outstanding Fixed Rate
      Notes, the Company may omit to comply with and shall have no liability in
      respect of any term, condition or limitation set forth in any such
      covenant, whether directly or indirectly, by reason of any reference
      elsewhere herein to any such covenant or by reason of any reference in any
      such covenant to any other provision herein or in any other document and
      such omission to comply shall not constitute an Event of Default under
      Section 6.1 hereof, but, except as specified above, the remainder of this
      Indenture and such Fixed Rate Notes shall be unaffected thereby. In
      addition, upon the Company’s exercise under paragraph (a) hereof of the
      option applicable to this paragraph (c), subject to the satisfaction of
      the conditions set forth in Section 8.3 hereof, clause (3) of Section 6.1
      hereof shall not constitute an Event of
Default.

            


    

     

    
      
         


      

      
        -18-

        
          

        

      

      
         


      

    


    


     

    Section
8.3   Conditions to Legal
Defeasance or Covenant Defeasance.

     

    The
following shall be the conditions to the application of either Section 8.2(b) or
8.2(c) hereof to the outstanding Fixed Rate Notes:

     

    
      	
               
      

            	
              (1)

            	
              the
      Company must irrevocably deposit with the Trustee, in trust, for the
      benefit of the Holders, money or U.S. Government Obligations, or a
      combination thereof, in such amounts as will be sufficient (without
      reinvestment), in the opinion of a nationally recognized firm of
      independent public accountants selected by the Company, to pay the
      principal of and interest on the Fixed Rate Notes on the stated date for
      payment or on the redemption date;

            


    

     

    
      	
               
      

            	
              (2)

            	
              in
      the case of Legal Defeasance, the Company shall have delivered to the
      Trustee an Opinion of Counsel in the United States confirming
      that:

            


    

     

    
      	
               
      

            	
              (A)

            	
              the
      Company has received from, or there has been published by the Internal
      Revenue Service, a ruling, or

            


    

     

    
      	
               
      

            	
              (B)

            	
              since
      the date of this Indenture, there has been a change in the applicable U.S.
      Federal income tax law, and

            


    

     

    
      	
               
      

            	
              (C)

            	
              in
      either case to the effect that, and based thereon, the Holders will not
      recognize income, gain or loss for U.S. Federal income tax purposes as a
      result of such Legal Defeasance and will be subject to U.S. Federal income
      tax on the same amounts, in the same manner and at the same times as would
      have been the case if such Legal Defeasance had not
    occurred;

            


    

     

    
      
        	
              	
                (3)

              	
                in the case of Covenant
      Defeasance, the Company shall have delivered to the Trustee an Opinion of
      Counsel in the United States reasonably acceptable to the Trustee
      confirming that the Holders will not recognize income, gain or loss for
      U.S. Federal income tax purposes as a result of such Covenant Defeasance
      and will be subject to U.S. Federal income tax on the same amounts, in the
      same manner and at the same times as would have been the case if such
      Covenant Defeasance had not
occurred;

              


      

    

     

    
      
        	
              	
                (4)

              	
                no Default shall have occurred
      and be continuing on the date of such
  deposit;

              


      

    

     

    
      
        	
              	
                (5)

              	
                the Legal Defeasance or Covenant
      Defeasance shall not result in a breach or violation of, or constitute a
      Default under, this Indenture or a default under any other material
      agreement or instrument to which the Company or any of its Subsidiaries is
      a party or by which the Company or any of its Subsidiaries is
      bound;

              


      

    

     

    
      
        	
              	
                (6)

              	
                the Company shall have delivered
      to the Trustee an Officers’ Certificate stating that the deposit was not
      made by it with the intent of preferring the Holders over any other
      creditors of the Company or with the intent of defeating, hindering,
      delaying or defrauding any other of its creditors;
    and

              


      

    

     

    
      
        	
              	
                (7)

              	
                the Company shall have delivered
      to the Trustee an Officers’ Certificate and an Opinion of Counsel, each
      stating that the conditions provided for in clauses (1) through (5) of
      this Section 8.3 (solely in the case of the Officers’ Certificate), as
      applicable, and clauses (2), if applicable, and/or (3) and (4) of this
      Section 8.3 (solely in the case of the Opinion of Counsel) have been
      complied with.

              


      

    

     

    Section
8.4   Application of Trust
Money.

     

    The
Trustee shall hold in trust money or U.S. Government Obligations deposited with
it pursuant to Section 8.1. It shall apply the deposited money and the money
from U.S. Government Obligations through the Processing Agent and in accordance
with this Indenture to the payment of principal and interest on the Fixed Rate
Notes. Money and Fixed Rate Notes so held in trust are not subject to Article
10.

     

    
      
         


      

      
        -19-

        
          

        

      

      
         


      

    

     

    Section
8.5   Repayment to the
Company.

     

    The
Trustee and the Processing Agent shall promptly pay to the Company upon written
request any money or Fixed Rate Notes held by them at any time in excess of
amounts required to be so held hereunder.

     

    The
Trustee and the Processing Agent shall pay to the Company upon written request
any money held by them for the payment of principal or interest that remains
unclaimed for two years. After payment to the Company, Certificateholders
entitled to the money must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another
person.

     

    ARTICLE
9

     

    AMENDMENTS

     

    Section
9.1   Without Consent of
Holders.

     

    The
Company and the Trustee may amend this Indenture or the Fixed Rate Notes or
enter into supplemental indentures without the consent of the Holders of the
Fixed Rate Notes by Company Order:

     

    
      	
               
      

            	
              (1)

            	
              to
      cure any ambiguity, defect or
inconsistency;

            


    

     

    
      	
               
      

            	
              (2)

            	
              to
      comply with Section 5.1;

            


    

     

    
      	
               
      

            	
              (3)

            	
              to
      provide for certificated Fixed Rate Notes in addition to uncertificated
      Fixed Rate Notes;

            


    

     

    
      	
               
      

            	
              (4)

            	
              to
      increase the aggregate principal amount of Fixed Rate Notes which may be
      delivered under this Indenture;

            


    

     

    
      	
               
      

            	
              (5)

            	
              to
      make any change that does not materially adversely affect the legal rights
      hereunder of the Holders of the Fixed Rate
  Notes;

            


    

     

    
      	
               
      

            	
              (6)

            	
              to
      comply with requirements of the TIA or SEC in order to effect or maintain
      the qualification of this Indenture with the TIA;
  or

            


    

     

    
      	
               
      

            	
              (7)

            	
              to
      provide for the assumption of the Fixed Rate Notes by any successor to the
      Company.

            


    

     

    Section
9.2   With Consent of
Holders.

     

    The
Company and the Trustee may amend this Indenture or the Fixed Rate Notes with
the written consent of the Holders of at least a majority in principal amount of
the then outstanding Fixed Rate Notes. However, without the consent of each
Certificateholder affected, an amendment under this Section may
not:

     

    
      	
               
      

            	
              (1)

            	
              reduce
      the amount of Fixed Rate Notes whose Holders must consent to an
      amendment;

            


    

     

    
      	
               
      

            	
              (2)

            	
              reduce
      the rate of or change the time for or waive payment of interest, including
      default interest, on any issued Fixed Rate
Note;

            


    

     

    
      	
               
      

            	
              (3)

            	
              reduce
      the principal of or change the fixed maturity of any Fixed Rate
      Note;

            


    

     

    
      	
               
      

            	
              (4)

            	
              make
      any Fixed Rate Note payable in money other than that stated in such Fixed
      Rate Note;

            


    

     

    
      	
               
      

            	
              (5)

            	
              make
      any change in Section 6.4, Section 6.7 or Section 9.2(2);
    or

            


    

     

    
      	
               
      

            	
              (6)

            	
              make
      any change in Article 10 that materially adversely affects the rights of
      any Certificateholder.

            


    

     

    An
amendment under this Section may not make any change that adversely affects the
rights under Article 10 of any holder of an issue of Senior Debt unless the
holders of the issue pursuant to its terms consent to the change or the change
is otherwise permissible.

     

    
      
         


      

      
        -20-

        
          

        

      

      
         


      

    

     

    After an
amendment under this Section becomes effective, the Company shall mail to the
Holders of the Fixed Rate Notes affected by such amendment a notice briefly
describing the amendment.

     

    Section
9.3   Compliance with Trust
Indenture Act.

     

    Every
amendment to this Indenture or the Fixed Rate Notes shall be set forth in a
supplemental indenture that complies with the TIA as then in
effect.

     

    Section
9.4   Revocation and Effect of
Consents.

     

    Until an
amendment or waiver becomes effective, a consent to it by a Holder of a Fixed
Rate Note is a continuing consent by the Holder and every subsequent Holder of a
Fixed Rate Note or portion of a Fixed Rate Note that evidences the same debt as
the consenting Holder’s Fixed Rate Note, even if notification of the consent is
not made on any Fixed Rate Note. However, any such Holder or subsequent Holder
may revoke the consent as to his or her Fixed Rate Note or portion of a Fixed
Rate Note if the Trustee receives the notice of revocation before the date the
amendment or waiver becomes effective. An amendment or waiver becomes effective
in accordance with its terms and thereafter binds every Holder of the Fixed Rate
Notes.

     

    Section
9.5   Notation on or Exchange of
Fixed Rate Notes.

     

    The
Trustee may place an appropriate notation about an amendment or waiver on the
books and records for any Fixed Rate Note. The Company in exchange for all Fixed
Rate Notes may issue and the Trustee shall authenticate new Fixed Rate Notes
that reflect the amendment or waiver.

     

    Section
9.6   Trustee
Protected.

     

    The
Trustee shall sign all supplemental indentures and shall be fully protected in
doing so, except that the Trustee need not sign any supplemental indenture that
adversely affects its rights. The Trustee shall receive, and shall be fully
protected in conclusively relying on, an Opinion of Counsel and an Officers’
Certificate, which shall be provided at the expense of the Company.

     

    ARTICLE
10

     

    SUBORDINATION

     

    Section 10.1 Agreement to
Subordinate.

     

    The
Company agrees, and each Certificateholder by accepting a Fixed Rate Note
agrees, that the indebtedness evidenced by the Fixed Rate Note is subordinated
in right of payment, to the extent and in the manner provided in this Article,
to the prior payment in full of all Senior Debt, and that the subordination is
for the benefit of the holders of Senior Debt.

     

    Section 10.2 Certain
Definitions.

     

    “Debt” means any indebtedness,
contingent or otherwise, in respect of borrowed money (whether or not the
recourse of the lender is to the whole of the assets of the Company or only to a
portion thereof), or evidenced by bonds, notes, Fixed Rate Notes or similar
instruments or letters of credit, or representing the balance deferred and
unpaid on the purchase price of any property or interest therein, except any
such balance that constitutes a trade payable, and shall include any guarantee
of any indebtedness described above.

     

    “Representative” means the
indenture trustee or other trustee, agent or representative for an issue of
Senior Debt.

     

    
      
         


      

      
        -21-

        
          

        

      

      
         


      

    


    “Senior Debt” means all Debt
(present or future) created, incurred, assumed or guaranteed by the Company (and
all renewals, extensions or refundings thereof), except such Debt that by its
terms expressly provides that such Debt is not senior or superior in right of
payment to the Fixed Rate Notes. Senior Debt shall include without limitation
(i) the guarantee by the Company of any Debt of any other person (including,
without limitation, subordinated Debt of another person), unless such Debt is
expressly subordinated to any other Debt of the Company, and (ii) all Debt of
the Company currently maintained with banks and finance companies and any line
of credit to be obtained by the Company in the future. Notwithstanding anything
herein to the contrary, Senior Debt shall not include Debt of the Company to any
of its affiliates or subsidiaries or under the Fixed Rate Notes.

     

    Section 10.3 Liquidation; Dissolution;
Bankruptcy.

     

    Upon any
distribution to creditors of the Company in a liquidation or dissolution of the
Company or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Company or its property:

     

    
      	
               
      

            	
              (1)

            	
              holders
      of Senior Debt shall be entitled to receive payment in full in cash of the
      principal and interest (including interest accruing after the commencement
      of any such proceeding) to the date of payment, on the Senior Debt before
      Certificateholders shall be entitled to receive any payment of principal
      or interest on Fixed Rate Notes;
and

            


    

     

    
      	
               
      

            	
              (2)

            	
              until
      the Senior Debt is paid in full in cash, any distribution to which
      Certificateholders would be entitled but for this Article shall be made to
      holders of Senior Debt as their interest may appear, except that Holders
      of Fixed Rate Notes may receive Fixed Rate Notes that are subordinated to
      Senior Debt to at least the same extent as such Fixed Rate
      Notes.

            


    

     

    Section 10.4 Default on Senior
Debt.

     

    Upon the
maturity of any Senior Debt by lapse of time, acceleration or otherwise, all
such Senior Debt shall first be paid in full, or such payment duly provided for
in cash or in a manner satisfactory to the holders of such Senior Debt, before
any payment is made by the Company or any person acting on behalf of the Company
on account of the principal or interest on the Fixed Rate Notes.

     

    The
Company may not pay principal or interest on the Fixed Rate Notes and may not
acquire Fixed Rate Notes for cash or property other than capital stock of the
Company if:

     

    
      
        	
              	
                (1)

              	
                a
      default on Senior Debt occurs and is continuing that permits holders of
      such Senior Debt to accelerate its maturity;
and

              


      

    

     

    
      
        	
              	
                (2)

              	
                the
      default is the subject of judicial proceedings or the Company receives a
      notice of the default from a person who may give it pursuant to Section
      10.12. If the Company receives any such notice, a similar notice received
      within nine (9) months thereafter relating to the same default on the same
      issue of Senior Debt shall not be effective for purposes of this
      Section.

              


      

    

     

    The
Company may resume payments on the Fixed Rate Notes and may acquire them
when:

     

    
      	
            	
              (a)

            	
              the
      default is cured or waived; or

            


    

     

    
      	
            	
              (b)

            	
              one
      hundred twenty (120) days pass after the notice is given if the default is
      not the subject of judicial proceedings, if this Article otherwise permits
      the payment or acquisition at that
time.

            


    

     

    Section 10.5 Acceleration of Fixed Rate
Notes.

     

    If
payment of the Fixed Rate Notes is accelerated because of an Event of Default,
the Company shall promptly notify holders of Senior Debt of the acceleration.
The Company may pay Holders of the Fixed Rate Notes when one hundred twenty
(120) days pass after the acceleration occurs if this Article permits the
payment at that time.

      

    
      
         


      

      
        -22-

        
          

        

      

      
         


      

    

     

    
      Section 10.6 When Distribution Must Be
Paid Over.

       

    

    In the
event that, notwithstanding the provisions of Section 10.4, the Company shall
make any payment to the Trustee on account of the principal and interest on the
Fixed Rate Notes, two (2) business days after the happening of a default in
payment of the principal or interest on Senior Debt, or two (2) business days
after receipt by the Company and the Trustee of written notice as provided in
Sections 10.4 and 10.12 of an Event of Default with respect to any Senior Debt,
then, unless and until such Event of Default shall have been cured or waived or
shall have ceased to exist, such payment shall be held by the Trustee, in trust
for the benefit of, and shall be paid forthwith over and delivered to, the
holders of Senior Debt (pro rata as to each of such holders on the basis of the
respective amounts of Senior Debt held by them) or their representative or the
trustee under the indenture or other agreement (if any) pursuant to which Senior
Debt may have been issued, as their respective interests may appear, for
application to the payment of all Senior Debt remaining unpaid to the extent
necessary to pay all Senior Debt in full in accordance with its terms, after
giving effect to any concurrent payment or distribution to or for the holders of
Senior Debt.

     

    If a
distribution is made to the Holders of Fixed Rate Notes that because of this
Article should not have been made to them, the Holders who receive the
distribution shall hold it in trust for holders of Senior Debt and pay it over
to them as their interests may appear.

     

    Section 10.7 Notice by
Company.

     

    The
Company shall promptly notify the Trustee and the Processing Agent of any facts
known to the Company that would cause a payment of principal or interest on the
Fixed Rate Notes to violate this Article, but failure to give such notice shall
not affect the subordination of the Fixed Rate Notes to the Senior Debt provided
in this Article. Nothing in this Article 10 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section
7.7.  Notwithstanding the provisions of this or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts which would prohibit the making of any payment to or by the Trustee
in respect of the Fixed Rate Notes, unless and until the Trustee shall have
received written notice thereof from the Company or a holder of Senior Debt or
from any trustee or agent therefor; and, prior to the receipt of any such
written notice, the Trustee shall be entitled in all respects to assume that no
such facts exist.  The Trustee shall be entitled to conclusively rely
on the delivery to it of a written notice by a Person representing himself to be
a holder of Senior Debt (or a trustee or agent on behalf of such holder) to
establish that such notice has been given by a holder of Senior Debt (or a
trustee or agent on behalf of any such holder).  In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any person as a holder of Senior Debt to participate in any
payment or distribution pursuant to this Article, the Trustee may request such
person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Debt held by such person, the extent to which such person
is entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such person under this Article, and if such evidence
is not furnished, the Trustee may defer any payment which it may be required to
make for the benefit of such person pursuant to the terms of this Indenture
pending judicial determination as to the rights of such person to receive such
payment.

     

    Section 10.8 Subrogation.

     

    After all
Senior Debt is paid in full and until the Fixed Rate Notes are paid in full,
Holders of the then outstanding Fixed Rate Notes shall be subrogated to the
rights of holders of Senior Debt to receive distributions applicable to Senior
Debt to the extent distributions otherwise payable to such Holders have been
applied to the payment of Senior Debt. A distribution made under this Article to
holders of Senior Debt which otherwise would have been made to
Certificateholders is not, as between the Company and Certificateholders, a
payment by the Company on Senior Debt.

     

    Section 10.9 Relative
Rights.

     

    This
Article defines the relative rights of Certificateholders and holders of Senior
Debt. Nothing said in this indenture shall:

     

    
      	
               
      

            	
              (1)

            	
              impair,
      as between the Company and Certificateholders, the obligation of the
      Company, which is absolute and unconditional, to pay principal of and
      interest on the Fixed Rate Notes in accordance with their
      terms;

            


    

     

    
      	
               
      

            	
              (2)

            	
              affect
      the relative rights of Certificateholders and creditors of the Company
      other than holders of Senior Debt;
or

            


    

     

    
      
         


      

      
        -23-

        
          

        

      

      
         


      

    

      

    
      	
               
      

            	
              (3)

            	
              prevent
      the Trustee or any Certificateholder from exercising its available
      remedies upon an Event of Default, subject to the rights of holders of
      Senior Debt to receive distributions otherwise payable to
      Certificateholders.

            


    

     

    If the
Company fails because of this Article to pay principal or interest on a Fixed
Rate Note on the due date, the failure is still an Event of
Default.

     

    Section 10.10 Subordination may not be
Impaired by Company.

     

    No right
of any holder of Senior Debt to enforce the subordination of the indebtedness
evidenced by the Fixed Rate Notes shall be impaired by any act or failure to act
by the Company or by its failure to comply with this Indenture.

     

    Section 10.11 Distribution or Notice to
Representative.

     

    Whenever
a distribution is to be made or a notice given to holders of Senior Debt, the
distribution may be made and the notice given to their
Representative.

     

    Section 10.12 Rights of Trustee and
Processing Agent.

     

    The
Trustee or Processing Agent may continue to make payments on the Fixed Rate
Notes until it receives notice of facts that would cause a payment of principal
or interest on the Fixed Rate Notes to violate this Article. Only the Company, a
Representative or a holder of an issue of Senior Debt that has no Representative
may give the notice.

     

    The
Trustee in its individual or any other capacity may hold Senior Debt with the
same rights it would have if it were not Trustee. Any Agent may do the same with
like rights.

     

    Section 10.13 Trust Moneys Not
Subordinated.

     

    Notwithstanding
anything contained herein to the contrary, payments from money or the proceeds
of U.S. Government Obligations held in trust under Article 8 by the Trustee for
the payment of principal of and interest on the Fixed Rate Notes shall not be
subordinated to the prior payment of any Senior Debt or subject to the
restrictions set forth in this Article 10, and none of the Holders of the Fixed
Rate Notes shall be obligated to pay over any such amount to the Company or any
holder of Senior Debt of the Company or any other creditor of the
Company.

     

    Section 10.14 Trustee and Processing Agent
Not Fiduciaries for Holders of Senior Debt.

     

    The
Trustee and Processing Agent shall not be deemed to owe any fiduciary duty to
the holders of Senior Debt and shall not be liable to any such holders if either
the Trustee or Processing Agent shall mistakenly pay over or distribute to
Holders of the Fixed Rate Notes or the Company or any other person, money or
assets to which any holders of Senior Debt of the Company shall be entitled by
virtue of this Article 10 or otherwise.  With respect to the holders
of Senior Debt, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Article and
no implied covenants or obligations with respect to holders of Senior Debt shall
be read into this Indenture against the Trustee. The Trustee shall have no
liability or responsibility to any holder of Senior Debt.

     

    ARTICLE
11

     

    MISCELLANEOUS

     

    Section
11.1   TIA
Controls.

     

    If any
provision of this Indenture limits, qualifies, or conflicts with another
provision which is required to be included in this Indenture by the TIA, the
required provision shall control.

     

    
      
         


      

      
        -24-

        
          

        

      

      
         


      

    

     

    Section
11.2   Notices.

     

    Any
notice by the Company or the Trustee to the other is duly given if in writing
and delivered in person or by fax or mailed by first-class mail to the other’s
address stated in Section 11.10. The Company or the Trustee by notice to the
other may designate additional or different addresses for subsequent notices or
communications.

     

    Any
notice to a Certificateholder shall be mailed by first-class mail to the address
shown on the register kept by the Registrar or such other name and addresses as
provided to the Trustee pursuant to Sections 313(c)(2) and (3) of the TIA.
Failure to mail a notice or communication to a Certificateholder or any defect
in it shall not affect its sufficiency with respect to other
Certificateholders.

     

    If a
notice is mailed in the manner provided above within the time prescribed, it is
duly given, whether or not the addressee receives it.

     

    If the
Company mails a notice to Certificateholders, it shall mail a copy to the
Trustee and each Agent at the same time.

     

    Section
11.3   Communication by Holders
With Other Holders.

     

    Certificateholders
may communicate pursuant to Section 312(b) of the TIA with other
Certificateholders with respect to their rights under this Indenture or the
Fixed Rate Notes. The Company, the Trustee, the Processing Agent and anyone else
shall have the protection of Section 312(c) of the TIA.

     

    Section
11.4   Certificate and Opinion as
to Conditions Precedent.

     

    Upon any
request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee:

     

    
      	
            	
              (a)

            	
              an
      Officer’s Certificate stating that, in the opinion of the signers, all
      conditions precedent, if any, provided for in this Indenture relating to
      the proposed action have been complied with;
and

            


    

     

    
      	
            	
              (b)

            	
              an
      Opinion of Counsel stating that, in the opinion of such counsel, all such
      conditions precedent have been complied
with.

            


    

     

    Section
11.5   Statements Required in
Certificate or Opinion.

     

    Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

     

    
      	
               
      

            	
              (1)

            	
              a
      statement that the person making such certificate or opinion has read such
      covenant or condition;

            


    

     

    
      	
               
      

            	
              (2)

            	
              a
      brief statement as to the nature and scope of the examination or
      investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            


    

     

    
      	
               
      

            	
              (3)

            	
              a
      statement that, in the opinion of such person, he or she has made such
      examination or investigation as is necessary to enable him or her to
      express an informed opinion as to whether or not such covenant or
      condition has been complied with;
and

            


    

     

    
      	
               
      

            	
              (4)

            	
              a
      statement as to whether or not, in the opinion of such person, such
      condition or covenant has been complied
with.

            


    

     

    Section
11.6   Rules by Trustee and
Agents.

     

    The
Trustee may make reasonable rules for action by or a meeting of
Certificateholders. The Registrar or Processing Agent may make reasonable rules
and set reasonable requirements for its functions.

     

    
      
         


      

      
        -25-

        
          

        

      

      
         


      

    

     

    Section
11.7   Legal
Holidays.

     

    A “Legal Holiday” is a Saturday,
a Sunday or a day on which banking institutions are not required to be open. If
a payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

     

    Section
11.8   No Recourse Against
Others.

     

    All
liability described in the Fixed Rate Notes of any director, officer, employee,
stockholder or partner, as such, of the Company and the Trustee is waived and
released.

     

    Section
11.9   Duplicate
Originals.

     

    The
parties may sign any number of copies of this Indenture. One signed copy is
enough to prove this Indenture.  The exchange of copies of this
Indenture and of signature pages by facsimile or PDF transmission shall
constitute effective execution and delivery of this Indenture as to the parties
hereto and may be used in lieu of the original Indenture for all
purposes.  Signatures of the parties hereto transmitted by facsimile
or PDF shall be deemed to be their original signatures for all
purposes.

     

    Section 11.10 Variable
Provisions.

     

    “Officer” means the President,
any Vice President, the Treasurer, the Secretary, any Assistant Treasurer or any
Assistant Secretary of the Company.

     

    The
Company initially appoints Bank of New York Mellon as Processing
Agent.

     

    The first
certificate pursuant to Section 4.3 shall be for the fiscal year ending on
December 31, 2010.

     

    The
reporting date for Section 7.6 is May 15 of each year. The first reporting date
is [____________, 2010.]

     

    
      
        
          
            
              	
                      The
      Company’s address is:

                    
	 
      
	
                      84
      FINANCIAL L.P.

                    
	
                      12627
      San Jose Boulevard

                    
	
                      Suite
      305

                    
	
                      Jacksonville,
      Florida 32223

                    
	
                      Fax:
      (___) ___-____

                    
	      
                      Attention:

                    	 
  


            

          

        

      

    

    


    
      
        	
                The
      Trustee’s address is:

              
	 
      
	
                Law
      Debenture Trust Company of New York

              
	
                400
      Madison Avenue, 4th
      Floor

              
	
                New
      York, New York 10017

              
	
                Fax:
      (212) 750-1361

              
	
                Attention:  Corporate
      Trust Administration

              


      

    

     

    Section 11.11 Governing Law; Waiver of
Jury Trial; Consent to Jurisdiction and Service.

     

    The
internal laws of the State of New York, without regard to its conflicts of laws
principles thereof, shall govern this Indenture and the Fixed Rate
Notes.

     

    EACH OF
THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE FIXED RATE NOTES OR
THE TRANSACTION CONTEMPLATED HEREBY.

     

    
      
         


      

      
        -26-

        
          

        

      

      
         


      

    

     

    To the
fullest extent permitted by applicable law, the Company hereby irrevocably
submits to the exclusive jurisdiction of any Federal or State court located in
the Borough of Manhattan in The City of New York, New York in any suit, action
or proceeding based on or arising out of or relating to this Indenture or any
Fixed Rate Notes and irrevocably agrees that all claims in respect of such suit
or proceeding may be determined in any such court.  The Company
irrevocably waives, to the fullest extent permitted by law, any objection which
it may have to the laying of the venue of any such suit, action or proceeding
brought in an inconvenient forum.  The Company agrees that final
judgment in any such suit, action or proceeding brought in such a court shall be
conclusive and binding upon the Company, and may be enforced in any courts to
the jurisdiction of which the Company is subject by a suit upon such judgment,
provided, that service of process is effected upon the Company in the manner
specified herein or as otherwise permitted by law.  The Company hereby
irrevocably designates and appoints _______________ (the "Process Agent") as its
authorized agent for purposes of this section, it being understood that the
designation and appointment of the Process Agent as such authorized agent shall
become effective immediately without any further action on the part of the
Company.  The Company further agrees that service of process upon the
Process Agent and written notice of said service to the Company, mailed by
prepaid registered first class mail or delivered to the Process Agent at its
principal office, shall be deemed in every respect effective service of process
upon the Company, in any such suit or proceeding.  The Company further
agrees to take any and all action, including the execution and filing of any and
all such documents and instruments as may be necessary, to continue such
designation and appointment of the Process Agent in full force and effect so
long as the Company, has any outstanding obligations under this
Indenture.  To the extent the Company has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
through service of notice, attachment prior to judgment, attachment in aid of
execution, executor or otherwise) with respect to itself or its property, the
Company hereby irrevocably waives such immunity in respect of its obligations
under this Indenture to the extent permitted by law.

     

    Section 11.12   No Adverse Interpretation of
Other Agreements.

     

    This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or a Subsidiary. Any such indenture, loan or debt agreement may
not be used to interpret this Indenture.

     

    Section 11.13   Successors.

     

    All
agreements of the Company in this Indenture and the Fixed Rate Notes shall bind
its successor. All agreements of the Trustee in this Indenture shall bind its
successor.

     

    Section 11.14   Severability.

     

    In case
any provision in this Indenture or the Fixed Rate Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.

     

    Section 11.15   Force
Majeure.

     

    In no event shall the Trustee be
responsible or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware)
services; it being understood that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.

     

    Section 11.16   U.S.A. Patriot
Act

     

    The parties hereto acknowledge that
in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all
financial institutions and in order to help fight the funding of terrorism and
money laundering, is required to obtain, verify, and record information that
identifies each person or legal entity that establishes a relationship or opens
an account with the Trustee.  The parties to this Indenture agree that
they will provide the Trustee with such information as it may request in order
for the Trustee to satisfy the requirements of the U.S.A. Patriot
Act.

     

    
      
         


      

      
        -27-

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the parties hereto hereby execute this Amended and Restated
Indenture as of the date first written.

     

    
      
        
          	 
      	 
      	
                  COMPANY:

                
	 
      	 
      	 
      
	 
      	 
      	
                  84
      FINANCIAL L.P.

                
	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                  84
      LADC, LLC

                
	 
      	 
      	 
      	
                  its
      general partner

                
	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	 
      


        

      

    

    
      
        
          
            	  
      	   
      	 	      
                     Its:

                  	 
      


          

        

      

    

    


    
      
        
          	 
      	 
      	
                  TRUSTEE:

                
	 
      	 
      	 
      
	 
      	 
      	
                  LAW
      DEBENTURE TRUST COMPANY OF NEW 

                  YORK

                
	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	 
      


        

      

    

    
      
        
          	 
      	 
      	 
      	
                   Its:

                	 
      


        

      

    

     

    
      
         


      

      
        -28-