and

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NEW JERSEY XXXX TELEPHONE COMPANY

and

FIRST FIDELITY BANK, NATIONAL ASSOCIATION, NEW JERSEY

Trustee

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Indenture

Dated as of December 22, 1993

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Providing for Issuance of
Securities in Series

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TABLE OF CONTENTS

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ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE 1
Section 1.01. Definitions 1
Section 1.02. Other Definitions 4
Section 1.03. Incorporation by Reference of Trust Indenture Act 4

ARTICLE 2
THE SECURITIES 5
Section 2.01. Issuable in Series 5
Section 2.02. Establishment of Terms and Form of Series of Securities 5
Section 2.03. Execution, Authentication and Delivery 7
Section 2.04. Registrar and Paying Agent 9
Section 2.05. Payment on Securities 9
Section 2.06. Paying Agent to Hold Money in Trust 10
Section 2.07. Securityholder Lists; Ownership of Securities 10
Section 2.08. Transfer and Exchange 11
Section 2.09. Replacement Securities 12
Section 2.10. Outstanding Securities 13
Section 2.11. Treasury Securities 13
Section 2.12. Temporary Securities 14
Section 2.13. Cancellation 14
Section 2.14. Defaulted Interest 15

ARTICLE 3
REDEMPTION 15
Section 3.01. Notice to Trustee 15
Section 3.02. Selection of Securities to be Redeemed 15
Section 3.03. Notice of Redemption 16
Section 3.04. Effect of Notice of Redemption; Payment upon Surrender 17
Section 3.05. Deposit of Redemption Price 17
Section 3.06. Securities Redeemed in Part 17
Section 3.07. Redemption at the Option of Holders 17

ARTICLE 4
COVENANTS 17
Section 4.01. Payment of Securities 17
Section 4.02. Lien on Assets 18
Section 4.03. Reports by the Company 18

ARTICLE 5
SUCCESSOR CORPORATION 19
Section 5.01. When Company May Merge, etc 19

ARTICLE 6
DEFAULTS AND REMEDIES 19
Section 6.01. Events of Default 19

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Section 6.02. Acceleration 21
Section 6.03. Other Remedies Available to Trustee 21
Section 6.04. Waiver of Existing Defaults 21
Section 6.05. Control by Majority 21
Section 6.06. Limitation on Suits by Securityholders 22
Section 6.07. Rights of Holders to Receive Payment 22
Section 6.08. Collection Suits by Trustee 22
Section 6.09. Trustee May File Proofs of Claim 22
Section 6.10. Priorities 23
Section 6.11. Undertaking for Costs 23

ARTICLE 7
TRUSTEE 23
Section 7.01. Duties of Trustee 23
Section 7.02. Rights of Trustee 24
Section 7.03. Individual Rights of Trustee 25
Section 7.04. Trustee's Disclaimer 25
Section 7.05. Notice of Defaults 25
Section 7.06. Reports by Trustee to Holders 25
Section 7.07. Compensation and Indemnity 26
Section 7.08. Replacement of Trustee 26
Section 7.09. Successor Trustee, Agents by Merger, etc 28
Section 7.10. Eligibility; Disqualification 28

ARTICLE 8
DISCHARGE OF INDENTURE 28
Section 8.01. Termination of Company's Obligations 28
Section 8.02. Application of Trust Money 29
Section 8.03. Excess or Unclaimed Money 29
Section 8.04. Indemnity for Government Obligations 30

ARTICLE 9
AMENDMENTS AND WAIVERS 30
Section 9.01. Without Consent of Holders 30
Section 9.02. With Consent of Holders 30
Section 9.03. Compliance with Trust Indenture Act 31
Section 9.04. Revocation and Effect of Consents 32
Section 9.05. Notation on or Exchange of Securities 32
Section 9.06. Trustee Protected 32
Section 9.07. Execution of Supplemental Indentures 32

ARTICLE 10
MISCELLANEOUS 32
Section 10.01. Trust Indenture Act Controls 32
Section 10.02. Notices 32
Section 10.03. Communication by Holders with Other Holders 34
Section 10.04. Certificate and Opinion as to Conditions Precedent 34
Section 10.05. Statements Required in Certificate or Opinion 34
Section 10.06. Rules by Trustee and Agents 34
Section 10.07. Legal Holidays 35

Page
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Section 10.08. Governing Law 35
Section 10.09. No Adverse Interpretation of Other Agreements 35
Section 10.10. No Recourse Against Others. 35
Section 10.11. Execution in Counterparts 36

INDENTURE dated as of December 22, 1993, between NEW JERSEY XXXX TELEPHONE
COMPANY, a New Jersey corporation ("Company"), and FIRST FIDELITY BANK, NATIONAL
ASSOCIATION, NEW JERSEY a banking association duly organized and existing under
the laws of the United States of America ("Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures, notes
or other evidences of indebtedness ("Securities') as herein provided.

All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, and intending to be legally bound hereby, it
is mutually covenanted and agreed as follows for the equal and ratable benefit
of the Holders of the Securities:

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. 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 Paying Agent or Registrar.

"Authorized Newspaper" means a newspaper of general circulation, in the
official language of the country of publication or in the English language,
customarily published on each business day. Whenever successive weekly
publications in an Authorized Newspaper are required hereunder they may be made
(unless otherwise expressly provided herein) on the same or different days of
the week and in the same or different Authorized Newspapers.

"Board of Directors" means the Board of Directors of the Company or any
duly authorized committee thereof.

"Board Resolution" means a copy of a resolution of the Board of Directors,
certified by the Secretary or an Assistant Secretary of the Company to have been
adopted by the Board of Directors and to be in full force and effect on the date
of the certificate, and delivered to the Trustee.

"Company" means the party named as such in this Indenture until a
successor replaces it and thereafter means the successor.

"Company Order" means an order signed by two Officers or by any Officer
and an Assistant Treasurer or an Assistant Secretary of the Company.

"Default" means any event which is, or after notice or passage of time
would be, an Event of Default.

"Holder" or "Securityholder" means a bearer of an Unregistered Security or
of a coupon appertaining thereto or a person in whose name a Registered Security
is registered on the Registrar's books.

"Indenture" means this Indenture as amended or supplemented from time to
time and shall include the forms and terms of particular Series of Securities
established as contem plated hereunder.

"Officer" means the President, any Vice-President, the Treasurer, the
Secretary or the Controller of the Company and the Chairman or a Vice-Chairman
of the Board of Directors, if any.

"Officer's Certificate" means a certificate signed by two Officers or by
any Officer and an Assistant Treasurer or an Assistant Secretary of the Company.

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

"Original Issue Discount Security" means any Security which provides for
an amount less than the stated principal amount thereof to be due and payable
upon declaration of acceleration of the maturity thereof pursuant to Section
6.02.

"principal" of a Security means the principal of the Security plus, when
appropriate, the premium, if any, on the Security.

"Registered Security" means any Security issued hereunder and registered
as to principal and interest by the Registrar.

"Responsible Officer", when used with respect to the Trustee, shall mean
the chairman or any vice-chairman of the board of directors or trustees, the
chairman or any vice chairman of the executive committee of the board of
directors or trustees, the president, any vice-president, the treasurer, the
secretary, any trust officer, any second or assistant vice-president or any
other officer or assistant officer of the Trustee customarily performing
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 his knowledge of and familiarity with a particular subject.

"SEC" means the Securities and Exchange Commission.

"Series" or "Series of Securities" means a series of Securities.

"Securities" means the debentures, notes or other obligations of the
Company issued, authenticated and delivered under this Indenture.

"TIA" means the Trust Indenture Act of 1939, as amended from time to time
(15 X.X.X.xx.xx. 77aaa-77bbbb) and references to Sections of the TIA herein
shall include successor Sections, if applicable.

"Trustee" means the party named as such in this Indenture until a
successor replaces it and thereafter means the successor and if, at any time,
there is more than one Trustee, "Trustee" as used with respect to the Securities
of any Series shall mean the Trustee with respect to that Series.

"U.S. person" means a citizen, national or resident of the United States,
a corpora tion, partnership or other entity created or organized in or under the
laws of the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.

"Unregistered Security" means any Security issued hereunder which is not a
Registered Security.

"Yield to Maturity" means the yield to maturity,

calculated by the Company at the time of issuance of a Series of Securities or,
if applicable, at the most recent determination of interest on such Series in
accordance with accepted financial practice.

Section 1.02.. Other Definitions.

Term Section
---- -------
"Bankruptcy Law"......................... 6.01
"Custodian".............................. 6.01
"Event of Default"....................... 6.01
"Legal Holiday".......................... 10.07
"Paying Agent"........................... 2.04
"Registrar".............................. 2.04
"U.S. Government Obligations"............ 8.01

Section 1.03.. Incorporation by Reference of Trust Indenture Act. 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:

"Commission" means the SEC.

"indenture securities" means the Securities.

"indenture security holder" means a Holder or a Securityholder.

"indenture to be qualified" means this Indenture.

"indenture trustee" or "institutional trustee" means the Trustee.

"obligor" on the indenture securities means the Company.

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 therein.

Section 1.04.. 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 generally accepted accounting
principles;

3. "or" is not exclusive; and

4. words in the singular include the plural, and words in the plural
include the singular.

ARTICLE 2

THE SECURITIES

Section 2.01. Issuable in Series. The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is
unlimited. The Securities may be issued in one or more Series. There may be
Registered Securities and Unregistered Securities within a Series and the
Unregistered Securities may be subject to such restrictions, and contain such
legends, as may be required by United States laws and regulations. All
Securities within a Series shall be substantially identical except as may
otherwise be provided in or pursuant to a Board Resolution or indenture
supplemental hereto. Subject to the immediately preceding sen tence, Securities
may differ in any respect; provided that all Securities shall be equally and
ratably entitled to the benefits of this Indenture.

Section 2.02. Establishment of Terms and Form of Series of Securities.

(a) At or prior to the issuance of any Series of Securities, the following
shall be established either by or pursuant to a Board Resolution or by an
indenture supplemental hereto:

(1) the title of the Securities of the Series (which title shall
distinguish the Securities of the Series from the Securities of any other
Series and from any other se curities issued by the Company);

(2) any limit upon the aggregate principal amount of the Securities
of the Series which may be authenticated and delivered under this
Indenture (which limit shall not pertain to Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Securities of the Series pursuant to Sections 2.08, 2.09, 2.12,
3.06 or 9.05);

(3) the date or dates on which the principal of the Securities of
the Series is payable;

(4) the rate or rates at which the Securities of the Series shall
bear interest, if any, or the method of calculating such rate or rates of
interest, the date or dates from which such interest shall accrue, the
dates on which such interest shall be payable and, with respect to
Registered Securities, the record date for the interest payable on any
interest payment date;

(5) the place or places where the principal of and interest on
Registered and Unregistered, if any, Securities of the Series shall be
payable;

(6) the period or periods within which, the price or prices at
which, and the terms and conditions upon which, Securities of the Series
may be redeemed, in whole or in part, at the option of the Company;

(7) the obligation, if any, of the Company to redeem or purchase
Securities of the Series pursuant to any sinking fund or analogous
provisions or upon the happening of a specified event 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, Securities of
the Series shall be redeemed or purchased, in whole or in part, pursuant
to such obligation;

(8) if in other than denominations of $1,000 and any integral
multiple thereof, the denominations in which Securities of the Series
shall be issuable;

(9) if other than the principal amount thereof, the portion of the
principal amount of Securities of the Series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section
6.02;

(10) whether Securities of the Series shall be issuable as
Registered Securities or Unregistered Securities (with or without interest
coupons), or both, and any restrictions applicable to the offering, sale
or delivery of Unregistered Securities and whether, and the terms upon
which, Unregistered Securities of a Series may be exchanged for Registered
Securities of the same Series and vice versa;

(11) whether and under what circumstances the Company will pay
additional amounts on the Securities of that Series held by a person who
is not a U.S. person in respect of taxes or similar charges withheld or
deducted

and, if so, whether the Company will have the option to redeem such
Securities rather than pay such additional amounts;

(12) the currency or currencies, which may be a composite currency
such as the European Currency Unit, of payment of principal of and
premium, if any, and interest on the Debt Securities, if other than U.S.
dollars;

(13) any other terms of the Series (which terms shall not be
inconsistent with the provisions of this Indenture) including any terms
which may be required by or advisable under United States laws or
regulations or advisable in connection with the marketing of Securities of
that Series;

(14) the form of the Securities (or forms thereof if Unregistered
and Registered Securities shall be issuable in such Series, including such
legends as may be required by United States laws or regulations, the form
of any coupons or temporary global Security which may be issued and the
forms of any certificates which may be required hereunder or under United
States laws or regulations in connection with the offering, sale, delivery
or exchange of Unregistered Securities); and

(15) the extent to which any Securities will be issuable in
temporary or permanent global form, and the manner in which any payments
on a temporary or permanent global Security will be made.

(b) If the terms and form or forms of any Series of Securities are
established by or pursuant to a Board Resolution, the Company shall deliver a
copy of such Board Resolution to the Trustee at or prior to the issuance of such
Series with (1) the form or forms of Security which have been approved attached
thereto, or (2) if such Board Resolution authorizes a specific Officer or
Officers to approve the terms and form or forms of the Securities, a certificate
of such Officer or Officers approving the terms and form or forms of Security
with such form or forms of Securities attached thereto.

Section 2.03. Execution, Authentication and Delivery. (a) Securities shall
be executed on behalf of the Company by its Chairman of the Board of Directors
or a Vice-Chairman of the Board of Directors, if any, or the President or a
Vice-President, and by its Treasurer or an Assistant Treasurer or its Secretary
or an Assistant Secretary. Signatures shall be manual or facsimile. The
Company's seal shall be reproduced on the

Securities and may, but need not, be attested. The coupons of Unregistered
Securities shall bear the facsimile signature of the Treasurer or an Assistant
Treasurer of the Company.

(b) If an Officer, an Assistant Treasurer or an Assistant Secretary whose
signature is on a Security or coupon no longer holds that office at the time the
Security is authenticated, the Security or coupon shall be valid nevertheless.

(c) A Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent and no coupon shall be valid
until the Security to which it appertains has been so authenticated. Such
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture. Each Unregistered Security shall be dated the date of its
original issuance and each Registered Security shall be dated the date of its
authentication.

(d) The Trustee shall at any time, and from time to time, authenticate and
deliver Securities of any Series executed and delivered by the Company for
original issue upon receipt by the Trustee of (i) a Company Order for the
authentication and delivery of such Securities, (ii) if the terms and form or
forms of the Securities of such Series have been established by or pursuant to a
Board Resolution as permitted by Section 2.02, a copy of such Board Resolution
and any certificate that may be required pursuant to Section 2.02(b) and (iii)
an Opinion of Counsel stating:

(1) if the form of such Securities has been established by or
pursuant to a Board Resolution as permitted by Section 2.02, that such
form has been established in conformity with the provisions of this
Indenture;

(2) if the terms of such Securities have been established by or
pursuant to a Board Resolution as permitted by Section 2.02, that such
terms have been established in conformity with the provisions of this
Indenture; and

(3) that such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company, enforceable in accordance with
their terms, subject to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting the enforcement of

creditors' rights and to general equity principles.

If the terms and form or forms of such Securities have been established by
or pursuant to a Board Resolution as permitted by Section 2.02, the Trustee
shall not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will materially and adversely affect the
Trustee's own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee.

Notwithstanding the foregoing, (i) delivery of Unregistered Securities
will be made only outside the United States and its possessions and (ii)
Unregistered Securities will be released in definitive form to the person
entitled to physical delivery thereof only upon presentation of a certificate in
the form prescribed by the Company, until such time as the Company has notified
the Trustee and the Registrar that upon delivery of Unregistered Securities
under any other circumstances, the Company would not suffer adverse consequences
under the provisions of United States law or regulations in effect at the time
of the delivery of Unregistered Securities.

(e) The aggregate principal amount of Securities of any Series outstanding
at any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution (or certificate of an Officer or
Officers) or supplemental indenture pursuant to Section 2.02.

(f) The Trustee may appoint an authenticating agent to authenticate
Securities. An authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company or an Affiliate.

Section 2.04. Registrar and Paying Agent. The Company shall maintain in
the United States an office or agency where Registered Securities may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where (subject to Sections 2.05 and 2.08) Securities may be
presented for payment or, in the case of Unregistered Securities, for exchange
("Paying Agent"). With respect to any Series of Securities issued in whole or in
part as Unregistered Securities, the Company shall maintain one or more Paying
Agents located outside the United States and its possessions and shall maintain
such Paying Agents for a period of two years after the principal of such
Unregistered Securities has become due and payable. During any period thereafter
for which it is necessary in order to conform to United States tax law or
regulations, the Company

will maintain a Paying Agent outside the United States and its possessions to
which the Unregistered Securities or coupons appertaining thereto may be
presented for payment and will provide the necessary funds therefor to such
Paying Agent upon reasonable notice. The Registrar shall keep a register with
respect to each Series of Securities issued in whole or in part as Registered
Securities and with respect to their transfer and exchange. The Company may
appoint one or more co-Registrars and one or more additional Paying Agents for
each Series of Securities and the Company may terminate the appointment of any
co-Registrar or Paying Agent at any time upon written notice. The term
"Registrar" includes any co-Registrar. The term "Paying Agent" includes any
additional Paying Agent. The Company shall notify the Trustee of the name and
address of any Agent not a party to this Indenture. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such.

The Company initially appoints First Fidelity Bank, National Association,
Pennsylvania, as Registrar and Paying Agent.

Section 2.05. Payment on Securities. (a) Subject to the following
provisions, the Company will pay to the Trustee the amounts, in such coin or
currency as is at the time legal tender for the payment of public or private
debt, at the times and for the purposes set forth herein and in the text of the
Securities for each Series, and the Company hereby authorizes and directs the
Trustee from funds so paid to it to make or cause to be made payment of the
principal of and interest, if any, on the Securities and coupons of each Series
as set forth herein and in the text of such Securities and coupons. The Trustee
will arrange directly with any Paying Agents for the payment, or the Trustee
will make payment, from funds furnished by the Company, of the principal of and
interest, if any, on the Securities and coupons of each Series by check.

(b) Interest, if any, on Registered Securities of a Series shall be paid
on each interest payment date for such Series to the Holder thereof at the close
of business on the relevant record dates specified in the Securities of such
Series. Interest may be payable by check mailed to such Holder's address as it
appears on the register for Securities of such Series. Principal of Registered
Securities shall be payable only against presentation and surrender thereof at
the office of the Paying Agent, unless the Company shall have otherwise
instructed the Trustee by Company Order.

paid only against presentation and surrender of the coupons for such interest
installments as are evidenced thereby as they mature and (ii) original issue
discount (as defined in Section 1273 of the Internal Revenue Code of 1986, as
amended), if any, on Unregistered Securities shall be paid only against
presentation and surrender of such Securities; in either case at the office of a
Paying Agent located outside of the United States and its possessions, unless
the Company shall have otherwise instructed the Trustee by Company Order.
Principal of Unregistered Securities shall be paid only against presentation and
surrender thereof as provided in the Securities of a Series. If at the time a
payment of principal of or interest, if any, or original issue discount, if any,
on an Unregistered Security or coupon shall become due, the payment of the full
amount so payable at the office or offices of all the Paying Agents outside the
United States and its possessions is illegal or effectively precluded because of
the imposition of exchange controls or other similar restrictions on the payment
of such amount in United States currency, then the Company may instruct the
Trustee to make such payments at the office of a Paying Agent located in the
United States, provided that provision for such payment in the United States
would not cause such Unregistered Security to be treated as a
"registration-required obligation" under United States law and regulations.

Section 2.06. Paying Agent to Hold Money in Trust. The Company shall
require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent will hold in trust, for the benefit of Securityholders of any
Series of Securities, or the Trustee, all money held by the Paying Agent for the
payment of principal or interest on such Series of Securities, and that the
Paying Agent will notify the Trustee of any default by the Company in making any
such payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. If the Company or a subsidiary
acts as Paying Agent, it shall segregate the money held by it for the payment of
principal or interest on any Series of Securities and hold such money as a
separate trust fund. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon so doing the Paying Agent shall have
no further liability for the money so paid.

Section 2.07. Securityholder Lists; Ownership of Securities. (a) 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 Holders of each
Series of Securities. If the Trustee is not the Registrar, the Company shall
furnish to the Trustee as of (and not later than ten days after) the record date
for payment of interest on each Series of

Securities (but in any event not less than semiannually), and at such other
times as the Trustee may request in writing, a list, in such form and as of such
date as the Trustee may reasonably require, containing all the information in
the possession or control of the Registrar, the Company or any of its Paying
Agents other than the Trustee as to the names and addresses of Holders of each
such Series of Securities. If there are Unregistered Securities of any Series
outstanding, even if the Trustee is the Registrar, the Company shall furnish to
the Trustee such a list containing such information with respect to Holders of
such Unregistered Securities only.

(b) Ownership of Registered Securities of a Series shall be proved by the
register for such Series kept by the Registrar. Ownership of Unregistered
Securities may be proved by the production of such Unregistered Securities or by
a certificate or affidavit executed by the person holding such Unregistered
Securities or by a depository with whom such Unregistered Securities were
deposited, if the certificate or affidavit is satisfactory to the Company. The
Company, the Trustee and any agent of the Company may treat the bearer of any
Unregistered Security or coupon and the person in whose name a Registered
Security is registered as the absolute owner thereof for all purposes.

Section 2.08. Transfer and Exchange. (a) Where Registered Securities of a
Series are presented to the Registrar with a request to register their transfer
or to exchange them for an equal principal amount of Registered Securities of
the same Series and date of maturity of other authorized denominations, the
Registrar shall register the transfer or make the exchange if its requirements
for such transactions are met. The registration of transfer or exchange shall be
effective only by the surrender of the Registered Securities and the issuance by
the Company and authentication by the Trustee of replacement Registered
Securities.

(b) If both Registered and Unregistered Securities are authorized for a
Series of Securities and the terms of such Securities permit, (i) Unregistered
Securities may be exchanged for an equal principal amount of Registered or
Unregistered Securities of the same Series and date of maturity in any
authorized denominations upon delivery to the Registrar (or a Paying Agent, if
the exchange is for Unregistered Securities) of the Unregistered Security with
all unmatured coupons and all matured coupons in default appertaining thereto
and if all other requirements of the Registrar (or such Paying Agent) and such
Securities for such exchange are met, and (ii) Registered Securities may be
exchanged for an equal principal amount of Unregistered Securities of the same
Series and date of maturity

in any authorized denominations (except that any coupons appertaining to such
Unregistered Securities which have matured and have been paid shall be detached)
upon delivery to the Registrar of the Registered Securities and if all other
requirements of the Registrar (or the Paying Agent to which the Registrar
forwards such Unregistered Securities) and such Securities for such exchange are
met.

Notwithstanding the foregoing, the exchange of Unregistered Securities for
Registered Securities or Registered Securities for Unregistered Securities will
be subject to the satisfaction of the provisions of United States law and
regulations in effect at the time of such exchange, and no exchange of
Registered Securities for Unregistered Securities will be made until the Company
has notified the Trustee and the Registrar that, as a result of such exchange,
the Company would not suffer adverse consequences under such law or regulations.

(c) To permit registrations of transfers and exchanges, the Trustee shall
authenticate Securities upon surrender of Securities for registration of
transfer or for exchange as provided in this Section. The Company will not make
any charge for any registration of transfer or exchange but may require the
payment by the party requesting such registration of transfer or exchange of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

(d) Neither the Company nor the Registrar shall be required (i) to issue,
register the transfer of or exchange Securities of any Series for the period of
15 days immediately preceding the selection of any such Securities to be
redeemed, (ii) to register the transfer of or exchange Securities of any Series
selected, called or being called for redemption as a whole or the portion being
redeemed of any such Securities selected, called or being called for redemption
in part, or (iii) to register the transfer of or exchange Securities of any
Series as to which the Holder has exercised an option to require redemption of
such Security prior to the stated maturity date thereof.

(e) Unregistered Securities or any coupons appertaining thereto shall be
transferable by delivery.

Section 2.09. Replacement Securities. (a) If a mutilated Security or a
Security with a mutilated coupon appertaining to it is surrendered to the
Trustee, the Company shall issue and the Trustee shall authenticate a
replacement Registered Security, if such surrendered security was a Registered
Security, or a replacement Unregistered Security with coupons corresponding to
the coupons appertaining to the

surrendered Security, if such surrendered Security was an Unregistered Security,
of the same Series and date of maturity, if the Trustee's requirements are met.

(b) If the Holder of a Security claims that the Security or any coupon
appertaining thereto has been lost, destroyed or wrongfully taken, the Company
shall execute and the Trustee shall authenticate a replacement Registered
Security, if such Holder's claim pertains to a Registered Security, or a
replacement Unregistered Security with coupons corresponding to the coupons
appertaining to the lost, destroyed or wrongfully taken Unregistered Security or
the Unregistered Security to which such lost, destroyed or wrongfully taken
coupon appertains, if such Holder's claim pertains to an Unregistered Security,
of the same Series and date of maturity, if the Trustee's requirements are met;
provided, however, that the Trustee or the Company may require any such Holder
to provide to the Trustee or the Company security or indemnity sufficient in the
judgment of the Company and the Trustee to protect the Company, the Trustee, any
Agent or any authenticating agent from any loss which any of them may suffer if
a Security is replaced. The Company may charge the party requesting a
replacement Security for its expenses, and any associated taxes, in replacing a
Security.

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

Section 2.10. Outstanding Securities. (a) Securities outstanding at any
time are all Securities authenticated by the Trustee except for those cancelled
by it, those delivered to it for cancellation, and those described in this
Section as not outstanding.

(b) If a Security is replaced pursuant to Section 2.09, it ceases to be
outstanding until the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

(c) If the Paying Agent holds on a redemption date or maturity date money
sufficient to pay all amounts due on that date on Securities of any Series, then
on and after that date all Securities of such Series that mature or that are to
be redeemed on such date cease to be outstanding and interest on them ceases to
accrue.

(d) A Security does not cease to be outstanding because the Company or an
Affiliate holds the Security.

(e) In determining whether the Holders of the requisite principal amount
of outstanding Securities of any Series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose, the
principal amount of an Original Issue Discount Security that shall be deemed to
be outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a
declaration of acceleration of the maturity thereof pursuant to Section 6.02.

Section 2.11. Treasury Securities. In determining whether the Holders of
the requisite principal amount of Securities of any Series have concurred in any
direction, waiver or consent, Securities of such Series 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 Securities of such Series which the Trustee knows are so owned
shall be so disregarded. Securities of such Series owned by the Company which
have been pledged in good faith may be considered by the Trustee if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right to so act
with respect to such Securities and that the pledgee is not the Company or an
Affiliate.

Section 2.12. Temporary Securities. (a) Until definitive Registered
Securities of any Series are ready for delivery, the Company may prepare and
execute and the Trustee shall authenticate temporary Registered Securities of
such Series. Temporary Registered Securities of any Series shall be
substantially in the form of definitive Registered Securities of such Series but
may have variations that the Company considers appropriate for temporary
Securities. Every temporary Registered Security shall be executed by the Company
and authenticated by the Trustee, and registered by the Registrar, upon the same
conditions, and with like effect, as a definitive Registered Security. Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate
definitive Registered Securities of the same Series and date of maturity in
exchange for temporary Registered Securities.

(b) Until definitive Unregistered Securities of any Series are ready for
delivery, the Company may prepare and execute and the Trustee shall authenticate
one or more temporary Unregistered Securities, which may have coupons attached
or which may be in the form of a single temporary global Unregistered

Security of that Series. The temporary Unregistered Security or Securities of
any Series shall be substantially in the form approved by or pursuant to a Board
Resolution and shall be delivered to one of the Paying Agents located outside
the United States and its possessions or to such other person or persons as the
Company shall direct against such certification as the Company may from time to
time prescribe by or pursuant to a Board Resolution. The temporary Unregistered
Security or Securities of a Series shall be executed by the Company and
authenticated by the Trustee upon the same conditions, and with like effect, as
a definitive Unregistered Security of such Series, except as provided herein or
therein. A temporary Unregistered Security or Securities shall be exchangeable
for definitive Unregistered Securities at the time and on the conditions, if
any, specified in the temporary Security.

Upon any exchange of a part of a temporary Unregistered Security of a
Series for definitive Unregistered Securities of such Series, the temporary
Unregistered Security shall be endorsed by the Trustee or Paying Agent to
reflect the reduction of its principal amount by an amount equal to the
aggregate principal amount of definitive Unregistered Securities of such Series
so exchanged and endorsed.

Section 2.13. Cancellation. The Company at any time may deliver Securities
and coupons to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities and coupons surrendered to them for
registration of transfer or for exchange or payment. The Trustee shall cancel
all Securities and coupons surrendered for registration of transfer, or for
exchange, payment or cancellation and may dispose of cancelled Securities and
coupons as the Company directs; provided, however, that any Unregistered
Securities of a Series delivered to the Trustee for exchange prior to maturity
shall be retained by the Trustee for reissue as provided herein or in the
Securities of such Series. The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for cancellation.

Section 2.14. Defaulted Interest. If the Company defaults on a payment of
interest on a Series of Securities, it shall pay the defaulted interest as
provided in such Securities or in any lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may be listed
and acceptable to the Trustee. With respect to Registered Securities, the
Trustee may pay the defaulted interest, plus any interest payable on the
defaulted interest, to the Holders of such Registered Securities on a subsequent
special record date. The Company shall fix such special record date and the
payment

date. At least 15 days before such special record date, the Company shall mail
to such Holders a notice that states the record date, the payment date and the
amount of interest to be paid, and on or before the payment date the Company
shall deposit such amount with the Trustee.

ARTICLE 3

REDEMPTION

Section 3.01. Notice to Trustee. The Company may, with respect to any
Series of Securities, reserve the right to redeem and pay the Series of
Securities or any part thereof, or may covenant to redeem and pay the Series of
Securities or any part thereof, before maturity at such time and on such terms
as provided for in such Securities. If a Series of Securities is redeemable and
the Company wants or is obligated to redeem all or part of the Series of
Securities pursuant to the terms of such Securities, it shall notify the Trustee
of the redemption date and the principal amount of the Series of Securities to
be redeemed. The Company shall give such notice at least 60 days before the
redemption date (or such shorter notice as may be acceptable to the Trustee).

Section 3.02. Selection of Securities to be Redeemed. If less than all the
Securities of a Series are to be redeemed, the Trustee, not more than 60 days
prior to the redemption date, shall select the Securities of the Series to be
redeemed by a method that complies with the requirements of any stock exchange
on which the Securities of the Series are listed and that the Trustee shall deem
fair and appropriate or, if the Securities are not listed on any stock exchange,
then such Securities shall be redeemed on a pro rata basis or by lot, as the
Trustee may elect. The Trustee shall make the selection from Securities of the
Series that are outstanding and that have not previously been called for
redemption. Securities of the Series and portions of them selected by the
Trustee shall be in amounts of $1,000 or integral multiples of $1,000 or, with
respect to Securities of any Series issuable in other denominations pursuant to
Section 2.02(a)(8), in amounts equal to the minimum principal denomination for
each such Series and integral multiples thereof. Provisions of this Indenture
that apply to Securities of a Series called for redemption also apply to
portions of Securities of that Series called for redemption. The Trustee shall
promptly notify the Company in writing of the Securities selected for redemption
and, in the case of any Securities selected for partial redemption, the
principal amount thereof to be redeemed.

Section 3.03. Notice of Redemption. (a) At least 15 days but not more than
60 days before a redemption date, the Company shall mail a notice of redemption
by first-class mail to each Holder of Registered Securities that are to be
redeemed.

(b) If Unregistered Securities are to be redeemed, notice of redemption
shall be published in an Authorized Newspaper in each of The City of New York,
London and, if such Securities to be redeemed are listed on the Luxembourg Stock
Exchange, Luxembourg once in each of four successive calendar weeks, the first
publication to be not less than 15 nor more than 60 days before the redemption
date.

(1) the redemption date;

(2) the redemption price;

(3) if less than all the outstanding Securities of a Series are to
be redeemed, the identification (and, in the case of partial redemption,
the principal amounts) of the particular Securities to be redeemed;

(4) the name and address of the Paying Agent;

(5) that Securities of the Series called for redemption and all
unmatured coupons, if any, appertaining thereto must be surrendered to the
Paying Agent to collect the redemption price; and

(6) that interest on Securities of the Series called for redemption
will cease to accrue on and after the redemption date.

At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense.

Section 3.04. Effect of Notice of Redemption; Payment upon Surrender. Once
notice of redemption is mailed or published, Securities of a Series called for
redemption become due and payable on the redemption date. Upon surrender to the
Paying Agent of Securities to be redeemed together with all unmatured coupons,
if any, appertaining thereto, such Securities shall be paid at the redemption
price plus accrued interest to the redemption date, but installments of interest
due on or prior to the redemption date will be payable, in the case of
Unregistered Securities, to the bearers of the coupons for such

interest upon surrender thereof, and, in the case of Registered Securities, to
the Holders of such Securities of record at the close of business on the
relevant record dates.

Section 3.05. Deposit of Redemption Price. On or before the redemption
date, the Company shall deposit with the Trustee money sufficient to pay the
redemption price of and (unless the redemption date shall be an interest payment
date) interest accrued to the redemption date on all Securities to be redeemed
on that date. Such money shall be held in trust by the Trustee for the Holders
of such Securities.

Section 3.06. Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, the Company shall issue and the Trustee shall
authenticate for the Holder of that Security a new Security or Securities of the
same Series, the same form and the same maturity in authorized denominations
equal in aggregate principal amount to the unredeemed portion of the Security
surrendered.

Section 3.07. Redemption at the Option of Holders. Securities of any
Series which are redeemable at the option of the Holders thereof before the
stated maturity date or dates of such Securities shall be redeemed in accordance
with the terms of the Series of the Securities, as set forth in such Securities
or as established by or pursuant to the Board Resolution or supplemental
indenture relating to such Series. Sections 3.01 (second and third sentences),
3.02, 3.03 and 3.04 (first sentence) shall not apply to any redemption of a
Security to be made at the option of the Holder.

ARTICLE 4

COVENANTS

Section 4.01. Payment of Securities. The Company shall pay the principal
of and interest on the Securities on the dates and in the manner provided herein
and in the Securities. An installment of principal or interest shall be
considered paid on the date it is due if the Trustee or Paying Agent holds on
that date money designated for and sufficient to pay the installment.

The Company shall pay interest on overdue principal of a Security of any
Series at the rate of interest (or Yield to Maturity in the case of Original
Issue Discount Securities) borne by such Security; to the extent lawful, it
shall pay interest on overdue installments of interest at the same rate.

Section 4.02. Lien on Assets. If at any time the Company mortgages,
pledges or otherwise subjects to any lien the

whole or any part of any property or assets now owned or hereafter acquired by
it, except as hereinafter provided in this Section 4.02, the Company will secure
the then-outstanding Securities, and any other obligations of the Company which
may then be outstanding and entitled to the benefit of a covenant similar in
effect to this covenant, equally and ratably with the indebtedness or
obligations secured by such mortgage, pledge or lien, for as long as any such
indebtedness or obligation is so secured. The foregoing covenant does not apply
to the creation, extension, renewal or refunding of purchase-money mortgages or
liens, or other liens to which any property or asset acquired by the Company is
subject as of the date of its acquisition by the Company, or to the making of
any deposit or pledge to secure public or statutory obligations or with any
governmental agency at any time required by law in order to qualify the Company
to conduct its business or any part thereof or in order to entitle it to
maintain self-insurance or to obtain the benefits of any law relating to
workmen's compensation, unemployment insurance, old age pensions or other social
security, or with any court, board, commission or governmental agency as
security incident to the proper conduct of any proceeding before it. Nothing
contained in this Indenture prevents an Affiliate from mortgaging, pledging or
subjecting to any lien any property or assets, whether or not acquired by such
Affiliate from the Company.

Section 4.03. Reports by the Company. The Company covenants:

(a) to file with the Trustee, within 15 days after the Company is
required to file the same with the SEC, copies of the annual reports and
of the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may from time to time by rules
and regulations prescribe) 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; or, if the Company is not required to file
informa tion, documents or reports pursuant to either of such sections,
then to file with the Trustee and the SEC, in accordance with rules and
regulations prescribed from time to time by the SEC, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to section 13 of the Securities Exchange Act of 1934, as
amended, in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules
and regulations;

(b) to file with the Trustee and the SEC, in accordance with the TIA
or the rules and regulations

prescribed from time to time by the SEC, such additional information,
certificates, documents and reports with respect to compliance by the
Company with the conditions and covenants provided for in this Indenture
as may be required from time to time by the TIA and such rules and
regulations;

(c) to transmit by mail to all Holders of Registered Securities, as
the names and addresses of such Holders appear on the register for each
Series of Securities, to such Holders of Unregistered Securities as have,
within the two years preceding such transmission, filed their names and
addresses with the Trustee for that purpose, and to each Holder whose name
is then preserved on the Trustee's list pursuant to the first sen tence of
Section 2.07(a), within 30 days after the filing thereof with the Trustee,
such summaries of any information, documents and reports required to be
filed by the Company pursuant to subsections (a) and (b) of this Section
4.03 as may be required to be so transmitted by rules and regulations
prescribed from time to time by the SEC; and

(d) to deliver to the Trustee, not less often than annually, a
certificate of the principal executive officer, principal financial
officer or principal accounting officer of the Company as to such
officer's knowledge of the Company's compliance with all conditions and
covenants under this Indenture, determined without regard to any period of
grace or requirement of notice provided under this Indenture.

ARTICLE 5

SUCCESSOR CORPORATION

Section 5.01. When Company May Merge, etc. The Company may consolidate
with, or merge into, or be merged into, or transfer or lease its properties and
assets substantially as an entirety to, any person provided the person is a
corporation, the person assumes by supplemental indenture all the obligations of
the Company under the Securities and any coupons appertaining thereto and under
this Indenture and, after giving effect thereto, no Default or Event of Default
shall have occurred and be continuing. The surviving, transferee or lessee
corporation shall be the successor Company, and the predecessor Company, except
in the case of a lease, shall be relieved of all obligations under this
Indenture and the Securities and any coupons apper taining thereto.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01. Events of Default. An "Event of Default" occurs with respect
to the Securities of any Series if:

(1) the Company defaults in the payment of interest on any Security
of that Series when the same becomes due and payable and the Default
continues for a period of 90 days;

(2) the Company defaults in the payment of the principal of any
Security of that Series when the same becomes due and payable at maturity,
upon redemption or otherwise;

(3) the Company fails to comply with any of its other agreements in
the Securities of that Series, in this Indenture or in any supplemental
indenture under which the Securities of that Series may have been issued
and the Default continues for the period and after the notice specified
below;

(4) the Company pursuant to or within the meaning of any Bankruptcy
Law:

(A) commences a voluntary case,

(B) consents to the entry of an order for relief against it in
an involuntary case,

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

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

(A) is for relief against the Company in an involuntary case,

(B) appoints a Custodian of the Company or for all or
substantially all of its property, or

for 90 days.

The term "Bankruptcy Law" means Title 11, U.S. Code or any similar federal
or state law for the relief of debtors. The term "Custodian" means any receiver,
trustee, assignee, liquidator 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 25% in principal amount of all the outstanding
Securities of that Series notify the Company (and the Trustee in the case of
notification by such Holders) of the Default and the Company does not cure the
Default within 90 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 6.02. Acceleration. If an Event of Default occurs with respect to
the Securities of any Series and is continuing, the Trustee, by notice to the
Company, or the Holders of at least 25% in principal amount of all of the
outstanding Securities of that Series, by notice to the Company and to the
Trustee, may declare the principal (or, if the Securities of that Series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of that Series) of all the Securities of that Series
to be due and payable. Upon such declaration, such principal (or, in the case of
Original Issue Discount Securities, such specified amount) together with all
interest accrued thereon shall be due and payable immediately. The Holders of a
majority in principal amount of all of the Securities of that Series, by notice
to the Trustee, may rescind such a declaration 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.

Section 6.03. Other Remedies Available to Trustee. (a) 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 Securities of the Series
that is in default or to enforce the performance of any provision of the
Securities of that Series or this Indenture.

(b) The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder 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.

No remedy is exclusive of any other remedy. All available remedies are
cumulative.

Section 6.04. Waiver of Existing Defaults. The Holders of a majority in
principal amount of any Series of Securities by notice to the Trustee may waive
an existing Default with respect to that Series and its consequences except a
Default in the payment of the principal of or interest on any Security.

Section 6.05. Control by Majority. The Holders of a majority in principal
amount of the Securities of each Series affected (with each such Series voting
as a class) 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 it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture, that is unduly prejudicial to the rights
of the Securityholders of all Series so affected, or that would involve the
Trustee in personal liability.

Section 6.06. Limitation on Suits by Securityholders. A Securityholder may
pursue a remedy with respect to this Indenture or the Securities of any Series
only if:

(1) the Holder gives to the Trustee written notice of a continuing
Event of Default;

(2) the Holders of at least 25% in principal amount of the
Securities of that Series make a written 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 to be,
or which may be, incurred by the Trustee in pursuing the remedy;

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

(5) during such 60 day period, the Holders of a majority in
principal amount of the Securities of that Series do not give the Trustee
a direction inconsistent with the request.

A Securityholder of any Series may not use this Indenture to prejudice the
rights of another Securityholder of that Series or any other Series or to obtain
a preference or priority over another Securityholder of that Series or any other

Series.

Section 6.07. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder of a Security to
receive payment of principal and interest on the Security, on or after the
respective due dates expressed in the Security, and the right of any Holder of a
coupon to receive payment of interest due as provided in such coupon, 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 such Holder.

Section 6.08. Collection Suits by Trustee. If an Event of Default
specified in Section 6.01(l) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount of such principal and interest then in default.

Section 6.09. 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 and the Securityholders allowed in
any judicial proceedings relating to the Company, its creditors or its property.

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 7.07;

SECOND: to Holders of Securities in respect of which or for the
benefit of which such money has been collected for amounts due and unpaid
on such Securities for principal and interest, ratably, without preference
or priority of any kind, according to the amounts due and payable on such
Securities for principal and interest, respectively; and

THIRD: to the Company.

Subject to Section 2.14, the Trustee may fix a record date (with respect
to Registered Securities) and payment date for any such payment to Holders of
Securities.

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 Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, 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 6.07, or a suit by Holders of more than 10% in principal
amount of the Securities of any Series.

ARTICLE 7

TRUSTEE

Section 7.01. Duties of Trustee. (a) If an Event of Default has occurred
with respect to any Security of any Series and is continuing, the Trustee shall
exercise its rights and powers under this Indenture with respect to that Series
and use the same degree of care and skill in their exercise as a prudent man
would exercise or use under the circumstances in the conduct of his own affairs.

(b) Except during the continuance of an Event of Default with respect to
any Security of any Series:

(1) The Trustee need perform only those duties with respect to that
Series that are specifically set forth in the Indenture and no implied
covenants or obligations shall be read into this Indenture against the
Trustee.

(2) In the absence of bad faith 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 furnished
to the Trustee and conforming to the requirements of this Indenture.
However, the Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this
Indenture.

(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 Responsible Officer, unless it is
proved that the Trustee was negligent in ascertaining the pertinent facts.

(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 6.05.

(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 to the Company for interest on any
money received by the Trustee from the Company hereunder except as the Trustee
may agree with the Company. Money held in trust by the Trustee need not be
segregated from other xxxxx except to the extent required by law.

Section 7.02. Rights of Trustee. (a) The Trustee may 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 consult with
counsel or require an Officers' Certificate 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 on a Board Resolution, a Company Order delivered pursuant to
Section 2.05, the written advice of counsel reasonably acceptable to the Company
and the Trustee, a certificate of an Officer or Officers delivered pursuant to
Section 2.02(b), an Officers' Certificate or an 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.

(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.

Section 7.03. Individual Rights of Trustee. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities 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. However, the Trustee is
subject to Sections 7.10 and 7.11.

Section 7.04. Trustee's Disclaimer. The Trustee makes no representation as
to the validity or adequacy of this Indenture or the Securities. It shall not be
accountable for the Company's use of the proceeds from the Securities or for
monies paid over to the Company pursuant to the Indenture, and it shall not be
responsible for any statement in the Securities other than its certificate of
authentication.

Section 7.05. Notice of Defaults. If a Default occurs and is continuing
with respect to the Securities of any Series and if it is known to the Trustee,
the Trustee shall mail to each Holder of a Security of that Series entitled to
receive reports pursuant to Section 4.03(c) (and, if Unregistered Securities of
that Series are outstanding, shall cause to be published at least once in an
Authorized Newspaper in each of The City of New York, London and, if Securities
of that Series are listed on The Luxembourg Stock Exchange, Luxembourg) notice
of the Default within 90 days after it occurs. Except in the case of a Default
in payment on the Securities of any Series, the Trustee may withhold the notice
if and so long as its corporate trust or similar committee or a committee of its
Responsible Officers in good faith determines that withholding such notice is in
the interests of Securityholders of that Series.

Section 7.06. Reports by Trustee to Holders. (a) The Trustee shall mail to
each Securityholder of any Series entitled to receive reports pursuant to
Section 4.03(c) brief reports that comply with TIA ss. 313(a) as and when
required pursuant to TIA ss. 313(a). The Trustee also shall comply with TIA ss.
313(b).

(b) At the time that it mails such a report to Securityholders of any
Series, the Trustee shall file a copy of that report with the SEC and with each
stock exchange on which the Securities of that Series are listed. The Company
shall provide written notice to the Trustee when the Securities of any Series
are listed on any stock exchange.

Section 7.07. Compensation and Indemnity. (a) The Company shall pay to the
Trustee from time to time reasonable compensation for its services. 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 in connection
with the performance of its duties under this Indenture. Such expenses shall
include the reasonable

compensation and expenses of the Trustee's agents and counsel.

(b) The Company shall indemnify the Trustee against any loss, liability or
expense incurred by it arising out of or in connection with its acceptance or
administration of the trust or trusts hereunder. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. The Company shall
defend the claim and the Trustee shall cooperate in the defense. 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.

(c) The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through negligence or bad faith.

(d) To secure the payment obligations of the Company pursuant to this
Section, the Trustee shall have a lien prior to the Securities of any Series on
all money or property held or collected by the Trustee except that held in trust
to pay principal and interest on particular Securities of a Series.

(e) If the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(4) or (5) occurs, such expenses and the
compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law.

Section 7.08. Replacement of Trustee. (a) The resignation or removal of
the Trustee and the appointment of a successor Trustee shall become effective
only upon the successor Trustee's acceptance of appointment as provided in this
Section.

(b) The Trustee may resign with respect to the Securities of any Series by
so notifying the Company. The Holders of a majority in principal amount of the
Securities of any Series may remove the Trustee with respect to that Series by
so notifying the Trustee and the Company and may appoint a successor Trustee for
such Series with the Company's consent. The Company may remove the Trustee with
respect to Securities of any Series if:

(1) the Trustee fails to comply with Section 7. 10;

(2) the Trustee is adjudged a bankrupt or an insolvent;

(3) a receiver or public officer takes charge of the Trustee or its
property; or (4) the Trustee becomes incapable of acting.

(c) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, with respect to Securities of any Series, the
Company shall promptly appoint a successor Trustee for such Series.

(d) If a successor Trustee with respect to the Securities of any Series
does not take office within 30 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company or the Holders of 10% in principal
amount of the Securities of the applicable Series may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

(e) If the Trustee with respect to the Securities of any Series fails to
comply with Section 7.10, any Securityholder of the applicable Series may
petition any court of competent jurisdiction for the removal of such Trustee and
the appointment of a successor Trustee.

(f) 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 for any Series of Securities
shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the retiring Trustee with respect to all Series of
Securities for which the successor Trustee is to be acting as Trustee under this
Indenture. The retiring Trustee shall promptly transfer all property held by it
as Trustee with respect to such Series of Securities to the successor Trustee
subject to the lien provided for in Section 7.07. The Company shall give notice
of each appointment of a successor Trustee for any Series of Securities (i) by
mailing written notice of such event by first-class mail to the Holders of
Securities of such Series entitled to receive reports pursuant to Section
4.03(c) and (ii) if any Securities of such Series have been issued and are
outstanding in the form of Unregistered Securities, by publishing notice of such
event once in an Authorized Newspaper in each of The City of New York, London,
and, if Securities of such Series are listed on The Luxembourg Stock Exchange,
Luxembourg.

(g) All provisions of this Section 7.08 except subparagraphs (b) (1) and
(e) and the words "subject to the lien provided for in Section 7.07" in
subparagraph (f) shall apply also to any Paying Agent located outside the U.S.
and its possessions and required by Section 2.04.

(h) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) Series, the Company, the
retiring Trustee and such successor Trustee shall execute and deliver a
supplemental indenture wherein such successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, such successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those Series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those Series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee.

Section 7.09. Successor Trustee, Agents by Merger, etc. If the Trustee or
any Agent consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business assets to, another
corporation, the successor corporation, without any further act, shall be the
successor Trustee or Agent, as the case may be.

Section 7.10. Eligibility; Disqualification. This Indenture shall always
have a Trustee with respect to each Series of Securities who satisfies the
requirements of TIA ss. 310(a)(1) and (5). The Trustee (or any affiliate thereof
which has unconditionally guaranteed the obligations of the Trustee hereunder)
shall always have a combined capital and surplus of at least $25,000,000 as set
forth in its most recent published annual report of condition. The Trustee is
subject to TIA ss. 310(b), except that there shall be excluded from the
operation of TIA ss. 310(b)(1) all indentures of the Company, and series of
securities issued thereunder, now or hereafter existing which may be excluded
under the proviso of TIA ss. 310(b)(1), and all Series of Securities issued
subsequent to the issuance of the first Series of Securities hereunder.

Section 7.11. Preferential Collection of Claims

Against Company. The Trustee is subject to TIA ss. 311(a), excluding any
creditor relationship listed in TIA ss. 311(b). A Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated.

ARTICLE 8

DISCHARGE OF INDENTURE

Section 8.01. Termination of Company's Obligations. (a) The Company
reserves the right to terminate all of its obligations under the Securities and
this Indenture with respect to the Securities of any Series or with respect to
any installment of principal of or interest on that Series if the Company
irrevocably deposits in trust with the Trustee money or U.S. Government
Obligations sufficient to pay, when due, principal and interest on the
Securities of that Series to maturity or redemption or such installment of
principal or interest, as the case may be, and if all other conditions set forth
in the Securities of that Series are met. The Company shall designate the
installment or installments of principal or interest to be so satisfied.

(b) However, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06,
2.07, 2.08, 2.09, 4.01, 7.07, 7.08, 8.03, 8.04, 10.04 and 10.05 shall survive
until the Securities are no longer outstanding. Thereafter the Company's
obligations in Sections 7.07, 8.03 and 8.04 shall survive.

(c) Before or after a deposit the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article 3.

(d) After a deposit by the Company in accordance with this Section in
respect of the Securities of a Series, the Trustee upon request shall
acknowledge in writing the discharge of the Company's obligations under the
Securities of the Series in respect of which the deposit has been made and this
Indenture with respect to the Securities of that Series except for those
surviving obligations specified above.

(e) In order to have money available on a payment date to pay principal or
interest on the Securities of any Series, 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.

(f) "U.S. Government Obligations" means:

(i) direct obligations of the United States of America for the
payment of which the full faith and credit of the United States of America
is pledged; or

(ii) obligations of a person controlled or supervised by and acting
as an agency or instrumentality of the United States of America, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America.

Section 8.02. Application of Trust Money. The Trustee shall hold in trust
money or U.S. Government Obligations deposited with it pursuant to Section 8.01.
It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal and interest on the Securities of each Series in
respect of which the deposit shall have been made.

Section 8.03. Excess or Unclaimed Money. (a) The Trustee and the Paying
Agent shall promptly pay to the Company upon request any excess money or
securities held by them at any time.

(b) The Trustee and the Paying Agent shall retain the money held by them
for the payment of principal or interest that remains unclaimed until such time
as the money, or any portion thereof, is paid and delivered by the Trustee to an
appropriate state authority pursuant to the applicable abandoned property law.
Thereafter, Securityholders entitled to money which has been delivered to a
state authority as abandoned property must look to such state authority for
payment.

Section 8.04. Indemnity for Government Obligations. The Company shall pay
and shall indemnify the Trustee and each Securityholder of each Series in
respect of which the deposit shall have been made against any tax, fee or other
charge imposed on or assessed against deposited U.S. Government Obligations or
the principal and interest received on such obligations.

ARTICLE 9

AMENDMENTS AND WAIVERS

Section 9.01. Without Consent of Holders. The Company and the Trustee may
enter into one or more supplemental indentures without consent of any
Securityholder for any of the

following purposes:

(1) to cure any ambiguity, defect or inconsistency herein or in the
Securities of any Series;

(2) to comply with Article 5;

(3) to provide for uncertificated Securities in addition to or in
place of certificated Securities;

(4) to make any change that does not adversely affect the rights of
any Se curityholder; or

(5) to provide for the issuance of and establish the form and terms
and conditions of Securities of any Series as provided in Section 2.02, to
establish the form of any certifications required to be furnished pursuant
to the terms of this Indenture or any Series of Securities, or to add to
the rights of the Holders of any Series of Securities.

Section 9.02. With Consent of Holders. (a) With the written consent of the
Holders of a majority in principal amount of the outstanding Securities of each
Series affected by such supplemental indenture (with each Series voting as a
class), the Company and the Trustee may enter into a supplemental indenture to
add any provisions to or to change or eliminate any provisions of this Indenture
or of any supplemental indenture or to modify, in each case in any manner not
covered by Section 9.01, the rights of the Securityholders of each such Series.
The Holders of a majority in principal amount of the outstanding Securities of
each Series affected by such waiver (with each Series voting as a class), by
written notice to the Trustee, may waive compliance by the Company with any
provision of this Indenture, any supplemental indenture or the Securities of any
such Series except a Default in the payment of the principal of or interest on
any Security. However, without the consent of each Securityholder affected, an
amendment or waiver may not:

(1) reduce the amount of Securities whose Holders must consent to an
amendment or waiver;

(2) change the rate of or change the time for payment of interest on
any Security;

(3) change the principal of or change the fixed maturity of any
Security;

(4) waive a Default in the payment of the principal of or interest
on any Security;

(5) make any Security payable in money other than that stated in the
Security; or

(6) make any change in Section 6.04, 6.07 or 9.02(a) (third
sentence).

(b) It is not necessary under this Section 9.02 for the Securityholders to
consent to the particular form of any proposed supplemental indenture, but it is
sufficient if they consent to the substance thereof.

(c) Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 9.02, the
Company shall transmit by mail a notice, setting forth in general terms the
substance of such supplemental indenture, to all Holders of Registered
Securities, as the names and addresses of such Holders appear on the register
for each Series of Securities, and to such Holders of Unregistered Securities as
are entitled to receive reports pursuant to Section 4.03(c). Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

Section 9.03. Compliance with Trust Indenture Act. Every amendment to this
Indenture or the Securities of one or more Series shall be set forth in a
supplemental indenture that complies with the Trust Indenture Act of 1939 as
then in effect.

Section 9.04. Revocation and Effect of Consents. Until an amendment or
waiver becomes effective, a consent to it by a Holder of a Security is a
continuing consent by the Holder and every subsequent Holder of a Security or
portion of a Security that evidences the same debt as the consenting Holder's
Security, even if notation of the consent is not made on any Security. However,
any such Holder or subsequent Holder may revoke the consent as to his Security
or portion of a Security if the Trustee receives the notice of revocation before
the date the amendment or waiver becomes effective. After an amendment or waiver
becomes effective, it shall bind every Securityholder of each Series affected by
such amendment or waiver.

Section 9.05. Notation on or Exchange of Securities. The Trustee may place
an appropriate notation about an amendment or waiver on any Security of any
Series thereafter authenticated. The Company in exchange for Securities of that
Series may issue and the Trustee shall authenticate new Securities of that
Series that reflect the amendment or waiver.

Section 9.06. Trustee Protected. The Trustee need not sign any
supplemental indenture that is reasonably likely to affect adversely its rights.

Section 9.07. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modification thereby of the trusts created by this
Indenture the Trustee shall be entitled to receive, and shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

ARTICLE 10

MISCELLANEOUS

Section 10.01. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies, or conflicts with a provision which is required to
be included in this Indenture by TIA, the required provision shall control.

Section 10.02. Notices. (a) Any notice or communication by the Company or
the Trustee to the other is duly given if in writing and delivered in person or
mailed by first-class mail:

if to the Company to:

New Jersey Xxxx Telephone Company
000 Xxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000

Attention: Controller and Treasurer

with a required copy to:

Xxxx Atlantic Corporation
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000

Attention: Treasurer

if to the Trustee to:

First Fidelity Bank, National Association, New Jersey
000 Xxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx

Attention: Corporate Trust Department

(b) The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

(c) Any notice or communication to Holders of Securities entitled to
receive reports pursuant to Section 4.03(c) shall be mailed by first-class mail
to the addresses for Holders of Registered Securities shown on the register kept
by the Registrar and to addresses filed with the Trustee or preserved on the
Trustee's list pursuant to the first sentence of Section 2.07(a) for other
Holders. Failure to so mail a notice or communication or any defect in such
notice or communication shall not affect its sufficiency with respect to other
Holders of Securities of that or any other Series entitled to receive notice.

(d) If a notice or communication is mailed in the manner provided above
within the time prescribed, it is conclusively presumed to have been duly given,
whether or not the addressee receives it.

(e) If the Company mails a notice or communication to Securityholders, it
shall mail a copy to the Trustee and to each Agent at the same time.

(f) If it shall be impractical in the opinion of the Trustee or the
Company to make any publication of any notice required hereby in an Authorized
Newspaper, any publication or other notice in lieu thereof which is made or
given with the approval of the Trustee shall constitute a sufficient publication
of such notice.

Section 10.03. Communication by Holders with Other Holders.
Securityholders of any Series may communicate pursuant to TIA ss. 312(b) with
other Securityholders of that Series or of all Series with respect to their
rights under this Indenture or under the Securities of that Series or of all
Series. The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA ss. 312(c).

Section 10.04. 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:

(1) an Officers' 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

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

Section 10.05. 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 has made
such examination or investigation as is necessary to enable him 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 10.06. Rules by Trustee and Agents. The Trustee may make
reasonable rules for action by, or a meeting of, Securityholders of one or more
Series. The Paying Agent or Registrar may make reasonable rules and set
reasonable requirements for its functions.

Section 10.07. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday,
or a day on which banking institutions in the State of New Jersey are not
required to be open. If a payment date is a Legal Holiday at a place of payment,
payment may be made at such place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

Section 10.08. Governing Law. The laws of the State

of New Jersey shall govern. this Indenture, the Securities and any coupons
appertaining thereto.

Section 10.09. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or an Affiliate. No such indenture, loan or debt agreement may be
used to interpret this Indenture.

Section 10.10. No Recourse Against Others. No director, officer, employee,
stockholder or Affiliate, as such, of the Company shall have any liability for
any obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Securityholder by accepting a Security waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of the Securities.

Section 10.11. Execution in Counterparts. This Indenture may be executed
in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one instrument.

NEW JERSEY XXXX TELEPHONE COMPANY

By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------
Title: Treasurer and Chief Financial Officer

(SEAL)

Attest:

/s/ Xxxxxxxx X. Xxxxxxxxx
----------------------------
Assistant Secretary

FIRST FIDELITY BANK, NATIONAL
ASSOCIATION, NEW JERSEY

By: /s/ Xxx Xxxxxx
--------------------------------------------
Title: Vice President

(SEAL)

Attest:

/s/ Xxx Xxxxxx
---------------------------
Authorized Officer

Reconciliation and tie between Indenture dated as of December 22, 1993 and the
Trust Indenture Act of 1939, as amended. This reconciliation section does not
constitute part of the Indenture.

Trust Indenture Act Indenture
of 1939, as amended, Section Section
---------------------------- -------
310(a)(1) 7.10
(a)(2) 7.10
(a)(3) Inapplicable
(a)(4) Inapplicable
(a)(5) 7.10
(b) 7.08; 7.10
(c) Inapplicable
311(a) 7.11
(b) 7.11
(c) Inapplicable
312(a) 2.07
(b) 10.03
(c) 10.03
313(a) 7.06
(b)(1) Inapplicable
(b)(2) 7.06
(c) 7.06; 10/02
(d) 7.06
314(a) 4.03; 10.02
(b) Inapplicable
(c)(1) 10.04
(c)(2) 10.04
(c)(3) Inapplicable
(d) Inapplicable
(e) 10.05
(f) Inapplicable
315(a) 7.01(b)
(b) 7.05; 10.02
(c) 7.01(a)
(d) 7.01(c)
(e) 6.11
316(a) (last sentence) 2.11
(a)(1)(A) 6.05
(a)(1)(A) 6.04
(a)(2) Inapplicable
(b) 6.07
317(a)(1) 6.08
(a)(2) 6.09
(b) 2.06
318(a) 10.01

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