ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . .1 SECTION 1.02. Incorporation by Reference of Trust Indenture Act. . . . . . . 11 SECTION 1.03....

EXHIBIT 4.3

EVERGREEN RESOURCES, INC.,
As Issuer,

THE SUBSIDIARY GUARANTORS NAMED HEREIN,
As Subsidiary Guarantors

AND

_____________________________

As Trustee

_______________

INDENTURE

DATED AS OF ______________, ________

________________

SUBORDINATED DEBT SECURITIES

EVERGREEN RESOURCES, INC.

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
AND INDENTURE, DATED AS OF ____________, ______

Section of
Trust Indenture Section(s) of
Act of 1939 Indenture
---------------- ------------------

Section 310(a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .609
(a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .609
(a)(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 608, 610
Section 311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .613
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .613
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .701, 702(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702(b)
Section 313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(a)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(a)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(b)
Section 314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .704, 1005
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .103
(c)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .103
(c)(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .103
Section 315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .602
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(b)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(c)
(d)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .601(a)(1)
(d)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .601(c)(2)
(d)(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .601(c)(3)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .514
Section 316(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . 502, 512
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .513

(a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a) last sentence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .101
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .508
Section 317(a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .503
(a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .504
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1003
Section 318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .108

-------------
Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.

TABLE OF CONTENTS

ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . .1
SECTION 1.02. Incorporation by Reference of Trust Indenture Act. . . . . . . 11
SECTION 1.03. Compliance Certificates and Opinions.. . . . . . . . . . . . . 12
SECTION 1.04. Form of Documents Delivered to Trustee.. . . . . . . . . . . . 12
SECTION 1.05. Acts of Holders; Record Dates. . . . . . . . . . . . . . . . . 13
SECTION 1.06. Notices, Etc., to Trustee and Company. . . . . . . . . . . . . 14
SECTION 1.07. Notice to Holders; Waiver. . . . . . . . . . . . . . . . . . . 15
SECTION 1.08. Conflict With Trust Indenture Act. . . . . . . . . . . . . . . 15
SECTION 1.09. Effect of Headings and Table of Contents.. . . . . . . . . . . 15
SECTION 1.10. Successors and Assigns.. . . . . . . . . . . . . . . . . . . . 15
SECTION 1.11. Separability Clause. . . . . . . . . . . . . . . . . . . . . . 15
SECTION 1.12. Benefits of Indenture. . . . . . . . . . . . . . . . . . . . . 16
SECTION 1.13. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 1.14. Legal Holidays.. . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 1.15. Corporate Obligation.. . . . . . . . . . . . . . . . . . . . . 16

ARTICLE TWO
SECURITY FORMS

SECTION 2.01. Forms Generally. . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 2.02. Form of Trustee's Certificate of Authentication. . . . . . . . 17
SECTION 2.03. Securities in Global Form. . . . . . . . . . . . . . . . . . . 17

ARTICLE THREE
THE SECURITIES

SECTION 3.01. Amount Unlimited; Issuable in Series.. . . . . . . . . . . . . 20
SECTION 3.02. Denominations. . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 3.03. Execution, Authentication, Delivery and Dating.. . . . . . . . 23
SECTION 3.04. Temporary Securities.. . . . . . . . . . . . . . . . . . . . . 25
SECTION 3.05. Registration, Registration of Transfer and Exchange. . . . . . 25
SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities.. . . . . . . 26
SECTION 3.07. Payment of Interest; Interest Rights Preserved.. . . . . . . . 27
SECTION 3.08. Persons Deemed Owners. . . . . . . . . . . . . . . . . . . . . 29
SECTION 3.09. Cancellation.. . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 3.10. Computation of Interest. . . . . . . . . . . . . . . . . . . . 29
SECTION 3.11. CUSIP Numbers. . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE FOUR
SATISFACTION AND DISCHARGE

SECTION 4.01. Satisfaction and Discharge of Indenture. . . . . . . . . . . . 29
SECTION 4.02. Application of Trust Money . . . . . . . . . . . . . . . . . . 31

ARTICLE FIVE
REMEDIES

SECTION 5.01. Events of Default. . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 5.02. Acceleration of Maturity; Rescission and Annulment.. . . . . . 33
SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by
Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 5.04. Trustee May File Proofs of Claim.. . . . . . . . . . . . . . . 35
SECTION 5.05. Trustee May Enforce Claims Without Possession of
Securities or Coupons. . . . . . . . . . . . . . . . . . . . . 36
SECTION 5.06. Application of Money Collected.. . . . . . . . . . . . . . . . 36
SECTION 5.07. Limitation on Suits. . . . . . . . . . . . . . . . . . . . . . 37
SECTION 5.08. Unconditional Right of Holders to Receive Principal, Premium
and Interest . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 5.09. Restoration of Rights and Remedies . . . . . . . . . . . . . . 38
SECTION 5.10. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . 38
SECTION 5.11. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . 39
SECTION 5.12. Control by Holders . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 5.13. Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . . 39
SECTION 5.14. Undertaking for Costs. . . . . . . . . . . . . . . . . . . . . 40
SECTION 5.15. Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . 40

ARTICLE SIX
THE TRUSTEE

SECTION 6.01. Certain Duties and Responsibilities. . . . . . . . . . . . . . 40
SECTION 6.02. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 6.03. Certain Rights of Trustee. . . . . . . . . . . . . . . . . . . 42
SECTION 6.04. Not Responsible for Recitals or Issuance of Securities . . . . 43
SECTION 6.05. May Hold Securities. . . . . . . . . . . . . . . . . . . . . . 43
SECTION 6.06. Money Held in Trust. . . . . . . . . . . . . . . . . . . . . . 43
SECTION 6.07. Compensation and Reimbursement . . . . . . . . . . . . . . . . 43
SECTION 6.08. Disqualification; Conflicting Interests. . . . . . . . . . . . 44
SECTION 6.09. Corporate Trustee Required; Eligibility. . . . . . . . . . . . 45
SECTION 6.10. Resignation and Removal; Appointment of Successor. . . . . . . 45
SECTION 6.11. Acceptance of Appointment by Successor . . . . . . . . . . . . 46
SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business. . 47

SECTION 6.13. Preferential Collection of Claims Against Company
and Subsidiary Guarantors. . . . . . . . . . . . . . . . . . . 48
SECTION 6.14. Appointment of Authenticating Agent. . . . . . . . . . . . . . 48

ARTICLE SEVEN
HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01. Company to Furnish Trustee Names and Addresses of Holders. . . 50
SECTION 7.02. Preservation of Information; Communications to Holders . . . . 50
SECTION 7.03. Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 7.04. Reports by Company and Subsidiary Guarantors . . . . . . . . . 51

ARTICLE EIGHT
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.01. Company and Subsidiary Guarantors May Consolidate, Etc.,
Only on Certain Terms. . . . . . . . . . . . . . . . . . . . . 51
SECTION 8.02. Successor Person Substituted . . . . . . . . . . . . . . . . . 52

ARTICLE NINE
SUPPLEMENTAL INDENTURES

SECTION 9.01. Supplemental Indentures Without Consent of Holders . . . . . . 53
SECTION 9.02. Supplemental Indentures With Consent of Holders. . . . . . . . 54
SECTION 9.03. Execution of Supplemental Indentures . . . . . . . . . . . . . 55
SECTION 9.04. Effect of Supplemental Indentures. . . . . . . . . . . . . . . 55
SECTION 9.05. Conformity With Trust Indenture Act. . . . . . . . . . . . . . 55
SECTION 9.06. Reference in Securities to Supplemental Indentures . . . . . . 55

ARTICLE TEN
COVENANTS

SECTION 10.01. Payment of Principal, Premium and Interest. . . . . . . . . . 56
SECTION 10.02. Maintenance of Office or Agency . . . . . . . . . . . . . . . 56
SECTION 10.03. Money for Securities Payments to be Held in Trust . . . . . . 56
SECTION 10.04. Existence . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 10.05. Statement by Officers as to Default . . . . . . . . . . . . . 58
SECTION 10.06. Waiver of Certain Covenants . . . . . . . . . . . . . . . . . 58
SECTION 10.07. Additional Amounts. . . . . . . . . . . . . . . . . . . . . . 58

iii

ARTICLE ELEVEN
REDEMPTION OF SECURITIES

SECTION 11.01. Applicability of Article. . . . . . . . . . . . . . . . . . . 59
SECTION 11.02. Election to Redeem; Notice to Trustee . . . . . . . . . . . . 59
SECTION 11.03. Selection by Trustee of Securities to be Redeemed . . . . . . 60
SECTION 11.04. Notice of Redemption. . . . . . . . . . . . . . . . . . . . . 60
SECTION 11.05. Deposit of Redemption Price . . . . . . . . . . . . . . . . . 61
SECTION 11.06. Securities Payable on Redemption Date . . . . . . . . . . . . 61
SECTION 11.07. Securities Redeemed in Part . . . . . . . . . . . . . . . . . 61

ARTICLE TWELVE
SINKING FUNDS

SECTION 12.01. Applicability of Article. . . . . . . . . . . . . . . . . . . 62
SECTION 12.02. Satisfaction of Sinking Fund Payments with Securities . . . . 62
SECTION 12.03. Redemption of Securities for Sinking Fund . . . . . . . . . . 62

ARTICLE THIRTEEN
SUBORDINATION OF SECURITIES

SECTION 13.01. Applicability of Article. . . . . . . . . . . . . . . . . . . 63
SECTION 13.02. Securities Subordinate to Senior Indebtedness . . . . . . . . 63
SECTION 13.03. Payment over of Proceeds upon Dissolution,
Etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 13.04. No Payment When Senior Indebtedness of the Company in
Default.. . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 13.05. Payment Permitted If No Default.. . . . . . . . . . . . . . . 66
SECTION 13.06. Subrogation to Rights of Holders of Senior Indebtedness of
The Company.. . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 13.07. Provisions Solely to Define Relative Rights. . . . . . . . . 66
SECTION 13.08. Trustee to Effectuate Subordination . . . . . . . . . . . . . 66
SECTION 13.09. No Waiver of Subordination Provisions . . . . . . . . . . . . 67
SECTION 13.10. Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 13.11. Reliance on Judicial Order or Certificate of Liquidating
Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 13.12. Trustee Not Fiduciary for Holders of Senior Indebtedness
of The Company. . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 13.13. Rights of Trustee as Holder of Senior Indebtedness of the
Company; Preservation of Trustee's Rights. . . . . . . . . . 69
SECTION 13.14. Article Applicable to Paying Agents . . . . . . . . . . . . . 69
SECTION 13.15. Defeasance of this Article Twelve. . . . . . . . . . . . . . 69

ARTICLE FOURTEEN
SUBSIDIARY GUARANTEE

SECTION 14.01. Applicability of Article . . . . . . . . . . . . . . . . . . 70
SECTION 14.02. Subsidiary Guarantee.. . . . . . . . . . . . . . . . . . . . 70
SECTION 14.03. Execution And Delivery of Subsidiary Guarantees. . . . . . . 72
SECTION 14.04. Release of Subsidiary Guarantors.. . . . . . . . . . . . . . 72
SECTION 14.05. Additional Subsidiary Guarantors.. . . . . . . . . . . . . . 73

ARTICLE FIFTEEN
SUBORDINATION OF SUBSIDIARY GUARANTEES

SECTION 15.01. Applicability of Article.. . . . . . . . . . . . . . . . . . 73
SECTION 15.02. Subsidiary Guarantees Subordinate to Senior
Indebtedness of Subordinate Guarantors.. . . . . . . . . . . 73
SECTION 15.03. Payment over of Proceeds upon Dissolution, Etc.. . . . . . . 74
SECTION 15.04. No Payment When Senior Indebtedness of Such Subsidiary
Guarantor in Default.. . . . . . . . . . . . . . . . . . . . 75
SECTION 15.05. Payment Permitted If No Default. . . . . . . . . . . . . . . 76
SECTION 15.06. Subrogation to Rights of Holders of Senior Indebtedness of
Such Subsidiary Guarantor. . . . . . . . . . . . . . . . . . 76
SECTION 15.07. Provisions Solely to Define Relative Rights. . . . . . . . . 76
SECTION 15.08. Trustee to Effectuate Subordination. . . . . . . . . . . . . 77
SECTION 15.09. No Waiver of Subordination Provisions. . . . . . . . . . . . 77
SECTION 15.10. Notice to Trustee. . . . . . . . . . . . . . . . . . . . . . 78
SECTION 15.11. Reliance on Judicial Order or Certificate of Liquidating
Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
SECTION 15.12. Trustee Not Fiduciary For Holders of Senior Indebtedness of
Such Subsidiary Guarantor. . . . . . . . . . . . . . . . . . 79
SECTION 15.13. Rights of Trustee as Holder of Senior Indebtedness of Such
Subsidiary Guarantor; Preservation of Trustee's Rights.. . . 79
SECTION 15.14. Article Applicable to Paying Agents. . . . . . . . . . . . . 79
SECTION 15.15. Defeasance of this Article Fourteen. . . . . . . . . . . . . 79

ARTICLE SIXTEEN
DEFEASANCE AND COVENANT DEFEASANCE

SECTION 16.01. Company's Option to Effect Defeasance or Covenant
Defeasance. . . . . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 16.02. Defeasance and Discharge. . . . . . . . . . . . . . . . . . . 80
SECTION 16.03. Covenant Defeasance.. . . . . . . . . . . . . . . . . . . . . 80
SECTION 16.04. Conditions to Defeasance or Covenant Defeasance.. . . . . . . 81
SECTION 16.05. Deposited Money and U.S. Government Obligations to
Be Held in Trust; Miscellaneous Provisions. . . . . . . . . . 83
SECTION 16.06. Reinstatement.. . . . . . . . . . . . . . . . . . . . . . . . 83

ARTICLE SEVENTEEN
MEETINGS OF HOLDERS OF SECURITIES

SECTION 17.01. Purposes for Which Meetings May Be Called . . . . . . . . . . 84
SECTION 17.02. Call, Notice and Place of Meetings. . . . . . . . . . . . . . 84
SECTION 17.03. Persons Entitled to Vote at Meetings. . . . . . . . . . . . . 84
SECTION 17.04. Quorum; Action. . . . . . . . . . . . . . . . . . . . . . . . 84
SECTION 17.05. Determination of Voting Rights; Conduct and Adjournment of
Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . 85
SECTION 17.06. Counting Votes and Recording Action of Meetings . . . . . . . 86

INDENTURE, dated as of ____________, ______ among EVERGREEN RESOURCES,
INC., a corporation duly organized and existing under the laws of the State
of Colorado (herein called the "Company"), having its principal office at
0000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, each of the Subsidiary
Guarantors (as hereinafter defined) and _________________________, duly
organized and existing under the laws of ________________, as Trustee (herein
called the "Trustee"), the office of the Trustee at which at the date hereof
its corporate trust business is principally administered being
_________________________________, Attention: ________________________.

RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
subordinated debentures, notes or other evidences of indebtedness (herein
called the "Securities"), to be issued in one or more series as in this
Indenture provided.

The Company and the Subsidiary Guarantors are members of the same
consolidated group of companies. The Subsidiary Guarantors will derive
direct and indirect economic benefit from the issuance of the Securities.
Accordingly, each Subsidiary Guarantor has duly authorized the execution and
delivery of this Indenture to provide for its full, unconditional and joint
and several guarantee of the Securities to the extent provided in or pursuant
to this Indenture.

This Indenture is subject to the provisions of the Trust Indenture Act
and the rules and regulations of the Commission promulgated thereunder that
are required to be part of this Indenture and, to the extent applicable,
shall be governed by such provisions.

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities or of
series thereof, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01. DEFINITIONS.

For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned
to them in this Article and include the plural as well as the singular;

(2) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States, and, except as otherwise herein expressly
provided, the term "generally accepted accounting principles" with respect to
any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted in the United States at the date of such
computation; and

(3) the words "herein," "hereof" and "hereunder" and other words
of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.

Certain terms, used principally in Article Six, are defined in Section
1.02.

"Act," when used with respect to any Holder, has the meaning specified
in Section 1.05.

"Additional Amounts" means any additional amounts that are required by
the express terms of a Security or by or pursuant to a Board Resolution,
under circumstances specified therein or pursuant thereto, to be paid by the
Company with respect to certain taxes, assessments or other governmental
charges imposed on certain Holders and that are owing to such Holders.

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

"Agent Members" has the meaning specified in Section 2.03.

"Authenticating Agent" means any Person, which may include the Company,
authorized by the Trustee to act on behalf of the Trustee pursuant to Section
6.14 to authenticate Securities of one or more series.

"Authorized Newspaper" means a newspaper, in the English language or in
an official language of the country of publication, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or
holidays, and of general circulation in the place in connection with which
the term is used or in the financial community of such place. Where
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different newspapers in
the same city meeting the foregoing requirements and in each case on any
Business Day.

"Board of Directors" means, with respect to the Company, either the
board of directors of the Company or any duly authorized committee of that
board, and with respect to any Subsidiary

Guarantor, either the board of directors of such Subsidiary Guarantor or any
authorized committee of that board.

"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company or a Subsidiary Guarantor,
as the case may be, to have been duly adopted by its Board of Directors and
to be in full force and effect on the date of such certification, and
delivered to the Trustee.

"Business Day," when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in that Place of Payment or the city in which the
Corporate Trust Office is located are authorized or obligated by law or
executive order to close.

"Capital Stock" means, with respect to any Person, any and all shares,
interests, rights to purchase (other than convertible or exchangeable
Indebtedness), warrants, options, participations or other equivalents of or
interests (however designated) in stock issued by that Person.

"Capitalized Lease Obligation" means rental obligations under a lease
that are required to be capitalized for financial reporting purposes in
accordance with generally accepted accounting principles, and the amount of
Indebtedness represented by such obligations shall be the capitalized amount
of such obligations, as determined in accordance with generally accepted
accounting principles.

"Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.

"Company" means the Person named as the "Company" in the first paragraph
of this instrument until a successor Person shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "Company"
shall mean such successor Person.

"Company Request" and "Company Order" mean, respectively, a written
request or order signed in the name of the Company by its Chairman of the
Board, its President or a Vice President, and by its Treasurer, an Assistant
Treasurer, its Controller, an Assistant Controller, its Secretary or an
Assistant Secretary, and delivered to the Trustee.

"Conversion Event" has the meaning specified in Section 5.01.

"Corporate Trust Office" means the principal office of the Trustee in
Denver, Colorado at which at any particular time its corporate trust business
shall be principally administered, which office at the date hereof is that
indicated in the introductory paragraph of this Indenture.

"Default" means, with respect to the Securities of any series, any
event, act or condition that is, or after notice or the passage of time or
both would be, an Event of Default with respect to Securities of such series.

"Defaulted Interest" has the meaning specified in Section 3.07.

"Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in a global form, the Person
designated as Depositary by the Company pursuant to Section 3.01 with respect
to the Securities of such series, until a successor Depositary shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter "Depositary" shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than one such person,
"Depositary" as used with respect to the Securities of any series shall mean
the Depositary with respect to the Securities of that series.

"Designated Senior Indebtedness," unless otherwise provided with respect
to the Securities of a series as contemplated by Section 3.01, means any
Senior Indebtedness that (i) in the instrument evidencing the same or the
assumption or guarantee thereof (or related documents to which the Company is
a party) is expressly designated as "Designated Senior Indebtedness" for
purposes of this Indenture and (ii) satisfies such other conditions as may be
provided with respect to the Securities of such series; provided that such
instruments or documents may place limitations and conditions on the right of
such Senior Indebtedness to exercise the rights of Designated Senior
Indebtedness.

"Disqualified Capital Stock" means, when used with respect to the
Securities of any series, (a) with respect to any Person, Capital Stock of
such Person that, by its terms or by the terms of any security into which it
is convertible, exercisable or exchangeable, is, or upon the happening of an
event or the passage of time would be, required to be redeemed or repurchased
(including at the option of the holder thereof) by such Person or any
Subsidiary of such Person, in whole or in part, on or prior to the Stated
Maturity of the Securities of such series, and (b) with respect to any
Subsidiary of such Person (including with respect to any Subsidiary of the
Company), any Capital Stock other than any common stock with no preference,
privileges, or redemption or repayment provisions.

"Dollar" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the
payment of public and private debts.

"Event of Default" has the meaning specified in Section 5.01.

"Exchange Rate" has the meaning specified in Section 3.02.

"Guarantee" by any Person means any obligation, contingent or otherwise,
of such Person guaranteeing, or having the economic effect of guaranteeing,
any Indebtedness of any other Person (the "primary obligor") in any manner,
whether directly or indirectly, and including, without limitation, any
obligation of such Person,

(i) to purchase or pay ( or advance or supply funds for the purchase
or payment of) such Indebtedness or to purchase ( or to advance
or supply funds for the purchase of) any security for the
payment of such Indebtedness,

(ii) to purchase property, securities or services for the purpose of
assuring the holder of such Indebtedness of the payment of such
Indebtedness, or

(iii) to maintain working capital, equity capital or other financial
statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness (and
"Guaranteed", "Guaranteeing" and "Guarantor" shall have meanings
correlative to the foregoing);

provided, however, that the Guarantee by any Person shall not include
endorsements by such Person for collection or deposit, in either case, in the
ordinary course of business.

"Holder," when used with respect to any Security, means the Person in
whose name the Security is registered in the Security Register.

"Indebtedness" of any Person, unless otherwise provided with respect to
the Securities of a series as contemplated by Section 3.01, means, without
duplication, the following (whether currently outstanding or hereafter
incurred or created): (i) all liabilities and obligations, contingent or
otherwise, of any such Person (a) in respect of borrowed money (whether or
not the recourse of the lender is to the whole of the assets of such Person
or only to a portion thereof), (b) evidenced by bonds, notes, debentures or
similar instruments, (c) representing the balance deferred and unpaid of the
purchase price of any property or services, except such as would constitute
trade payables to trade creditors in the ordinary course of business that are
not more than 90 days past their original due date, (d) evidenced by bankers'
acceptances or similar instruments issued or accepted by banks, (e) for the
payment of money relating to a Capitalized Lease Obligation or (f) evidenced
by a letter of credit or a reimbursement obligation of such Person with
respect to any letter of credit; (ii) all net obligations of such Person
under Interest Swap and Hedging Obligations; (iii) all liabilities of others
of the kind described in the preceding clause (i) or (ii) that such Person
has guaranteed or that is otherwise its legal liability and all obligations
to purchase, redeem or acquire any Capital Stock; and (iv) any and all
deferrals, renewals, extensions, refinancings, refundings (whether direct or
indirect) of, or amendments, modifications or supplements to, any liability
of the kind described in any of the preceding clauses (i), (ii) or (iii), or
this clause (iv), whether or not between or among the same parties.

"Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 3.01 and the provisions of the Trust Indenture Act
that are deemed to be a part of and govern this instrument.

"Interest," when used with respect to an Original Issue Discount
Security that by its terms bears interest only after Maturity, means interest
payable after Maturity.

"Interest Payment Date," when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

"Interest Swap and Hedging Obligation" means any obligation of any
Person pursuant to any interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate exchange agreement,
currency exchange agreement or any other agreement or arrangement designed to
protect against fluctuations in interest rates or currency values, including,
without limitation, any arrangement whereby, directly or indirectly, such
Person is entitled to receive from time to time periodic payments calculated
by applying either a fixed or floating rate of interest on a stated notional
amount in exchange for periodic payments made by such Person calculated by
applying a fixed or floating rate of interest on the same notional amount.

"Judgment Currency" has the meaning specified in Section 5.06.

"Junior Security" of a Person means, when used with respect to the
Securities of any series, any Qualified Capital Stock of such Person or any
Indebtedness of such Person that is subordinated in right of payment to the
Securities of such series and has no scheduled installment of principal due,
by redemption, sinking fund payment or otherwise, on or prior to the Stated
Maturity of the Securities of such series.

"Maturity," when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes
due and payable as therein or herein provided, whether at the Stated Maturity
or by declaration of acceleration, call for redemption or otherwise.

"Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President or a Vice President, and by the Treasurer, the
Controller, the Secretary or an Assistant Treasurer, Assistant Controller or
Assistant Secretary of the Company or a Subsidiary Guarantor, as the case may
be, and delivered to the Trustee, which certificate shall be in compliance
with Section 1.03 hereof.

"Opinion of Counsel" means a written opinion of counsel, who may be
counsel for or an employee of the Company or a Subsidiary Guarantor, as the
case may be, rendered, if applicable, in accordance with Section 314(c) of
the Trust Indenture Act, which opinion shall be in compliance with Section
1.03 hereof.

"Original Issue Discount Security" means any Security that provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

"Outstanding," when used with respect to Securities of a series, means
as of the date of determination, all Securities of such series theretofore
authenticated and delivered under this Indenture, except:

(i) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

(ii) Securities for whose payment or redemption money in the
necessary amount has been theretofore irrevocably deposited with the Trustee
or any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities; provided that, if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee
has been made; and

(iii) Securities that have been paid pursuant to Section 3.06 or in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser in
whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, or
whether a quorum is present at a meeting of Holders of Securities, (a) the
principal amount of an Original Issue Discount Security that shall be deemed
to be Outstanding for such purposes shall be the principal amount thereof
that would be due and payable as of the date of such determination upon
acceleration of the Maturity thereof pursuant to Section 5.02, (b) the
principal amount of a Security denominated in a foreign currency shall be the
U.S. dollar equivalent, determined by the Company on the date of original
issuance of such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the U.S. dollar equivalent, determined on
the date of original issuance of such Security, of the amount determined as
provided in (a) above), of such Security and (c) Securities owned by the
Company, any Subsidiary Guarantor or any other obligor upon the Securities or
any Affiliate of the Company, any Subsidiary Guarantor or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that,
in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver or
upon any such determination as to the presence of a quorum, only Securities
which a Responsible Officer of the Trustee knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and
that the pledgee is not the Company, any Subsidiary Guarantor or any other
obligor upon the Securities or any Affiliate of the Company, any Subsidiary
Guarantor or of such other obligor.

"Paying Agent" means any Person, which may include the Company,
authorized by the Company to pay the principal of, premium (if any) or
interest on or any Additional Amounts with respect to any one or more series
of Securities on behalf of the Company.

"Payment Default" has the meaning specified in Section 13.02(a).

"Payment Notice" has the meaning specified in Section 13.02(b).

"Person" means any individual, corporation, partnership, limited
liability company, joint venture, incorporated or unincorporated association,
joint-stock company, trust, unincorporated organization or government or
other agency or political subdivision thereof or other entity of any kind.

"Place of Payment," when used with respect to the Securities of any
series, means the place or places where the principal of, premium (if any) or
interest on or any Additional Amounts with respect to the Securities of such
series are payable as specified in accordance with Section 3.01 subject to
the provisions of Section 10.02.

"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by
such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.06 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

"Qualified Capital Stock" means any Capital Stock of the Company that is
not Disqualified Capital Stock.

"Redemption Date," when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to the
terms of such Security and this Indenture.

"Redemption Price," when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to the terms
of such Security and this Indenture.

"Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 3.01, or, if not so specified, the last
day of the calendar month preceding such Interest Payment Date if such
Interest Payment Date is the fifteenth day of the calendar month or the
fifteenth day of the calendar month preceding such Interest Payment Date if
such Interest Payment Date is the first day of a calendar month, whether or
not such day shall be a Business Day.

"Required Currency" has the meaning specified in Section 5.06.

"Responsible Officer," when used with respect to the Trustee, means any
officer of the Trustee with direct responsibility for the administration of
this Indenture and also means, with

respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of his knowledge of and familiarity with the
particular subject.

"Restricted Subsidiary" means any Subsidiary of the Company, whether
existing on or after the date of issuance of the Security, unless such
Subsidiary is an Unrestricted Subsidiary.

"Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.

"Security Custodian" means, with respect to Securities of a series
issued in global form, the Trustee for Securities of such series, acting in
its capacity as custodian with respect to the Securities of such series, or
any successor entity thereto.

"Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.05.

"Senior Indebtedness" of a Person, unless otherwise provided with
respect to the Securities of a series as contemplated by Section 3.01, means
(i) all Indebtedness of such Person, whether currently outstanding or
hereafter issued, unless, by the terms of the instrument creating or
evidencing such Indebtedness, it is provided that such Indebtedness is not
superior in right of payment to the Securities or the Subsidiary Guarantees,
as the case may be, or to other Indebtedness which is pari passu with or
subordinated to the Securities or the Subsidiary Guarantees, as the case may
be, and (ii) any modifications, refunding, deferrals, renewals or extensions
of any such Indebtedness or securities, notes or other evidences of
Indebtedness issued in exchange for such Indebtedness; provided that in no
event shall "Senior Indebtedness" include (a) Indebtedness of the Company
owed or owing to any Subsidiary of the Company or any officer, director or
employee of the Company or any Subsidiary of the Company, (b) Indebtedness to
trade creditors or (c) any liability for taxes owed or owing by the Company.

"Significant Subsidiary" means, at any date of determination, any
Restricted Subsidiary that together with its Restricted Subsidiaries
represents 10% or more of the Company's total consolidated assets at the end
of the most recent fiscal quarter for which financial information is
available or 10% or more of the Company's consolidated net revenues or
consolidated operating income for the most recent four quarters for which
financial information is available.

"Special Record Date" for the payment of any Defaulted Interest on the
Securities of any series means a date fixed by the Trustee pursuant to
Section 3.07.

"Stated Maturity," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date
specified in such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is due and payable.

"Subsidiary" means, as to any Person, a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by such
Person or by one or more other Subsidiaries of such Person, or by such Person
and one or more other Subsidiaries of such Person. For the

purposes of this definition, "voting stock" means stock that ordinarily has
voting power for the election of directors, whether at all times or only so
long as no senior class of stock has such voting power by reason of any
contingency.

"Subsidiary Guarantees" means the guarantees of each Subsidiary
Guarantor as provided in Article Fourteen.

"Subsidiary Guarantors" means (i) the subsidiaries listed in Schedule I
hereto; (ii) any successor of the foregoing; and (iii) each other Subsidiary
of the Company that becomes a Subsidiary Guarantor in accordance with Section
14.05 hereof; in each case until such Subsidiary Guarantor ceases to be such
in accordance with Section 14.04 hereof.

"Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "Trustee"
shall mean or include each Person who is then a Trustee hereunder, and if at
any time there is more than one such Person, "Trustee" as used with respect
to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

"Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed, except as provided in
Section 9.05; provided, however, that, in the event the Trust Indenture Act
of 1939 is amended after such date, "Trust Indenture Act" means, to the
extent required by any such amendment, the Trust Indenture Act of 1939 as so
amended.

"United States" means the United States of America (including the States
and the District of Columbia) and its "possessions," which include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

"United States Alien" means any Person who, for United States federal
income tax purposes, is a foreign corporation, a nonresident alien
individual, a nonresident alien or foreign fiduciary of an estate or trust,
or a foreign partnership.

"Unrestricted Subsidiary" means:

(1) any Subsidiary designated as such by the Board of Directors of
the Company as set forth below where

(a) neither the Company nor any of its other Subsidiaries (other
than another Unrestricted Subsidiary) provides credit
support for, or Guarantee of, any Indebtedness of such
Subsidiary or any Subsidiary of such Subsidiary (including
any undertaking, agreement or instrument evidencing such
Indebtedness) or is directly or indirectly liable for any
Indebtedness of such Subsidiary or any Subsidiary of such
Subsidiary, and

(b) no default with respect to any Indebtedness of such
Subsidiary or any Subsidiary of such Subsidiary (including
any right which the holders thereof may have to take
enforcement action against such Subsidiary) would permit
(upon notice, lapse of time or both) any holder of any other
Indebtedness of the Company and its Subsidiaries (other than
another Unrestricted Subsidiary) to declare a default on
such other Indebtedness or cause the payment thereof to be
accelerated or payable prior to its final scheduled maturity
and

(2) any Subsidiary of an Unrestricted Subsidiary.

"U.S. Government Obligations" has the meaning specified in Section 4.01.

"Vice President," when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".

"Wholly Owned Subsidiary" means, as to any Person, a corporation all the
outstanding voting stock (other than any directors' qualifying shares) of
which is owned, directly or indirectly, by such Person or by one or more
other Wholly Owned Subsidiaries of such Person, or by such Person and one or
more other Wholly Owned Subsidiaries of such Person. For the purposes of
this definition, "voting stock" means stock which ordinarily has voting power
for the election of directors, whether at all times or only so long as no
senior class of stock has such voting power by reason of any contingency.

"Yield to Maturity," when used with respect to any Original Issue
Discount Security, means the yield to maturity, if any, set forth on the face
thereof.

SECTION 1.02. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

Whenever this Indenture refers to a provision of the Trust Indenture
Act, the provision is incorporated by reference in and made a part of this
Indenture. The following Trust Indenture Act terms used in this Indenture
have the following meanings:

"Bankruptcy Act" means the Bankruptcy Act or Title 11 of the United
States Code.

"indenture securities" means the Securities.

"indenture security holder" means a Holder.

"indenture to be qualified" means this Indenture.

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

"obligor" on the indenture securities means the Company or any other
obligor on the Securities.

All terms used in this Indenture that are defined by the Trust Indenture
Act, defined by a Trust Indenture Act reference to another statute or defined
by Commission rule under the Trust Indenture Act and not otherwise defined
herein have the meanings assigned to them therein.

SECTION 1.03. COMPLIANCE CERTIFICATES AND OPINIONS.

Except as otherwise expressly provided by this Indenture, upon any
application or request by the Company or any Subsidiary Guarantor to the
Trustee to take any action under any provision of this Indenture, the Company
and/or such Subsidiary Guarantor shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in
this Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the
case of any such application or request as to which the furnishing of such
documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate
or opinion need be furnished.

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

(1) a statement that each Person signing such certificate or
opinion has read such covenant or condition and the definitions herein
relating thereto;

(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 each such Person, such
Person has made such examination or investigation as is necessary to enable
such Person 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, in the opinion of each such Person,
such condition or covenant has been complied with.

SECTION 1.04. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and
one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company or a Subsidiary
Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters upon
which his certificate or opinion is based are erroneous. Any such
certificate or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Company or such Subsidiary Guarantor stating that
the information with respect to such factual matters is in the possession of
the Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect
to such matters are erroneous.

Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 1.05. ACTS OF HOLDERS; RECORD DATES.

(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or
taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an
agent duly appointed in writing. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments
and any such record (and the action embodied therein and evidenced thereby)
are herein sometimes referred to as the "Act" of the Holders signing such
instrument or instruments and so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent,
or the holding of any Person of a Security, shall be sufficient for any
purpose of this Indenture and (subject to Section 6.01) conclusive in favor
of the Trustee and the Company, if made in the manner provided in this
Section 1.05. The record of any meeting of Holders of Securities shall be
proved in the manner provided in Section 17.06.

The Company may set a record date for purposes of determining the
identity of Holders of Securities entitled to vote or consent to any action
by vote or consent authorized or permitted under this Indenture. If a record
date is fixed, those Persons who were Holders of Outstanding Securities at
such record date (or their duly designated proxies), and only those Persons,
shall be entitled with respect to such Securities to take such action by vote
or consent or to revoke any vote or consent previously given, whether or not
such Persons continue to be Holders after such record date. Promptly after
any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice thereof to be given to the Trustee in writing in
the manner provided in Section 1.06 and to the relevant Holders as set forth
in Section 1.07.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual

signing such instrument or writing acknowledged to him the execution thereof.
Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems
sufficient.

(c) The principal amount and serial numbers of Securities held by
any Person, and the date of holding the same, shall be proved by the Security
Register. (d) In determining whether the Holders of the requisite principal
amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver under this Indenture, the
principal amount of an Original Issue Discount Security that may be counted
in making such determination and that shall be deemed to be Outstanding for
such purposes shall be equal to the amount of the principal thereof that
would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 5.02 at the time the taking of such action by the
Holders of such requisite principal amount is evidenced to the Trustee for
such Securities.

(e) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued
upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such
action is made upon such Security. Any consent or waiver of the Holder of
any Security shall be irrevocable for a period of six months after the date
of execution thereof, but otherwise any such Holder or subsequent Holder may
revoke the request, demand, authorization, direction, notice, consent or
other Act as to his Security or portion of his Security; provided, however,
that such revocation shall be effective only if the Trustee receives the
notice of revocation before the date the Act becomes effective.

SECTION 1.06. NOTICES, ETC., TO TRUSTEE AND COMPANY.

Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture
to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company or any Subsidiary
Guarantor shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at its Corporate Trust
Office, Attention: ________________________, or

(2) the Company or any Subsidiary Guarantor by the Trustee or by
any Holder shall be sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage
prepaid, to the Company addressed to it at the address of its principal
office specified in the first paragraph of this Indenture or at any other
address previously furnished in writing to the Trustee by the Company,
Attention: Corporate Secretary, and, in the case of any Subsidiary Guarantor,
to it at the address of the Company's principal office specified in Schedule

I, Attention ______________, or at any other address previously furnished in
writing to the Trustee by such Subsidiary Guarantor.

SECTION 1.07. NOTICE TO HOLDERS; WAIVER.

Where this Indenture provides for notice to Holders of Securities of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at the address of such Holder as it
appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice.

In case by reason of the suspension of regular mail service, or by
reason of any other cause it shall be impracticable to give such notice to
Holders of Securities by mail, then such notification as shall be made with
the approval of the Trustee shall constitute a sufficient notification for
every purpose hereunder. In any case in which notice to Holders of
Securities is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder of a Security,
shall affect the sufficiency of such notice with respect to other Holders of
Securities.

Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

SECTION 1.08. CONFLICT WITH TRUST INDENTURE ACT.

If any provision hereof limits, qualifies or conflicts with any
provision of the Trust Indenture Act or another provision hereof required to
be included in this Indenture by any of the provisions of the Trust Indenture
Act, such provision of the Trust Indenture Act shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, such provision of this
Indenture shall be given effect.

SECTION 1.09. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

SECTION 1.10. SUCCESSORS AND ASSIGNS.

All covenants and agreements in this Indenture by the Company and any
Subsidiary Guarantor shall bind its successors and assigns, whether or not so
expressed.

SECTION 1.11. SEPARABILITY CLAUSE.

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

SECTION 1.12. BENEFITS OF INDENTURE.

Nothing in this Indenture, the Securities or the Subsidiary Guarantees,
express or implied, shall give to any Person any benefit or any legal or
equitable right, remedy or claim under this Indenture, other than the parties
hereto and their successors hereunder, any Authenticating Agent, Paying Agent
or Security Registrar and the Holders and any holders of any Senior
Indebtedness.

SECTION 1.13. GOVERNING LAW.

This Indenture, the Securities and the Subsidiary Guarantees shall be
governed by and construed in accordance with the laws of the State of New
York.

SECTION 1.14. LEGAL HOLIDAYS.

In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of principal of, premium (if any) and interest on or any
Additional Amounts with respect to Securities of any series need not be made
at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if
made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no interest shall accrue with respect to such payment
for the period from and after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be.

SECTION 1.15. CORPORATE OBLIGATION.

No recourse may be taken, directly or indirectly, against any
incorporator, subscriber to the capital stock, stockholder, officer, director
or employee of the Company or the Trustee or of any predecessor or successor
of the Company or the Trustee with respect to the Company's obligations on
the Securities or the obligations of the Company or the Trustee under this
Indenture or any certificate or other writing delivered in connection
herewith.

ARTICLE TWO

SECURITY FORMS

SECTION 2.01. FORMS GENERALLY.

The Securities of each series and, if applicable, the Subsidiary
Guarantees to be endorsed thereon shall be in fully registered form and in
substantially such form or forms (including temporary or permanent global
form) as shall be established by or pursuant to a Board Resolution or in one
or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers of the Company executing
such Securities or Subsidiary Guarantees, as evidenced by such execution. If
temporary Securities of any series are issued in global form as permitted by
Section 3.04, the form thereof shall be established as provided in the
preceding sentence. A copy of the Board Resolution establishing the form or
forms of Securities of any series and, if applicable, the Subsidiary
Guarantees to be endorsed thereon (or any such temporary global Security)
shall be delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.03 for the authentication and delivery of
such Securities (or any such temporary global Security).

The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Securities, as evidenced by their
execution thereof.

SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

The Trustee's certificate of authentication shall be in substantially
the following form:

"This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

-----------------------------------------
as Trustee

By:
--------------------------------------
Authorized Signatory."

SECTION 2.03. SECURITIES IN GLOBAL FORM.

If Securities of a series are issuable in global form, as contemplated
by Section 3.01, then, notwithstanding clause (10) of Section 3.01 and the
provisions of Section 3.02, any such Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding
Securities from time to time endorsed thereon and that the aggregate amount
of Outstanding Securities represented thereby may from time to time be
reduced to reflect exchanges or redemptions. Any endorsement of a Security in
global form to reflect the amount, or any increase or decrease in the amount,
of Outstanding Securities represented thereby shall be made by the Trustee in
such manner and upon instructions given by such Person or Persons as shall be
specified in such Security or in a Company Order to be

delivered to the Trustee pursuant to Section 3.03 or Section 3.04. Subject to
the provisions of Section 3.03 and, if applicable, Section 3.04, the Trustee
shall deliver and redeliver any Security in permanent global form in the
manner and upon instructions given by the Person or Persons specified in such
Security or in the applicable Company Order. With respect to the Securities
of any series that are represented by a Security in global form, the Company
authorizes the execution and delivery by the Trustee of a letter of
representations or other similar agreement or instrument in the form
customarily provided for by the Depositary appointed with respect to such
global Security. Any Security in global form may be deposited with the
Depositary or its nominee, or may remain in the custody of the Security
Custodian therefor pursuant to an agreement between the Trustee and the
Depositary. If a Company Order pursuant to Section 3.03 or 3.04 has been, or
simultaneously is, delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be
in writing but need not comply with Section 1.03 and need not be accompanied
by an Opinion of Counsel.

Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Security issued in
global form held on their behalf by the Depositary, or the Security Custodian
as its custodian, or under such global Security, and the Depositary may be
treated by the Company, the Security Custodian and any agent of the Company
or the Trustee as the absolute owner of such global Security for all purposes
whatsoever. Notwithstanding the foregoing, (i) the registered holder of a
Security of any series issued in global form may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action that a Holder of such
series is entitled to take under this Indenture or the Securities of such
series and (ii) nothing herein shall prevent the Company, the Security
Custodian or any agent of the Company or the Security Custodian, from giving
effect to any written certification, proxy or other authorization furnished
by the Depositary or shall impair, as between the Depositary and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a beneficial owner of any Security. Notwithstanding Section 3.05,
except as otherwise specified in a Board Resolution or supplemental
indenture, as contemplated by Section 3.01, any permanent global Security
shall be exchangeable only as provided in this paragraph. If the beneficial
owners of interests in a permanent global Security are entitled to exchange
such interest for Securities of such series and of like tenor and principal
amount of another authorized form and denomination, as specified in a Board
Resolution or supplemental indenture, as contemplated by Section 3.01, then
without unnecessary delay but in any event not later than the earliest date
on which such interests may be so exchanged, the Company shall deliver to the
Trustee definitive Securities of that series in an aggregate principal amount
equal to the principal amount of such permanent global Security, executed by
the Company. On or after the earliest date on which such interests may be so
exchanged, such permanent global Security shall be surrendered from time to
time in accordance with instructions given to the Trustee and the Depositary
(which instructions shall be in writing but need not comply with Section 1.03
or be accompanied by an Opinion of Counsel) by the Depositary or such other
depositary as shall be specified in the Company Order with respect thereto to
the Trustee, as the Company's agent for such purpose, to be exchanged, in
whole or in part, for definitive Securities of the same series without charge
and the Trustee shall authenticate and deliver, in exchange for each portion
of such permanent global Security, a like aggregate principal amount of other
definitive Securities of the same series of authorized denominations and of
like tenor as the portion of such permanent global

Security to be exchanged; provided, however, that no such exchanges may occur
during a period beginning at the opening of business 15 days before any
selection of Securities of that series is to be redeemed and ending on the
relevant Redemption Date. Promptly following any such exchange in part, such
permanent global Security marked to evidence the partial exchange shall be
returned by the Trustee to the Depositary or such other depositary referred
to above in accordance with the instructions of the Company referred to
above. If a definitive Security is issued in exchange for any portion of a
permanent global Security after the close of business at the office or agency
where such exchange occurs on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at
such office or agency on the related proposed date for payment of Defaulted
Interest, interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the
case may be, in respect of such Security, but will be payable on such
Interest Payment Date or proposed for payment, as the case may be, only to
the Person to whom interest in respect of such portion of such permanent
global Security is payable in accordance with the provisions of this
Indenture. Notwithstanding Section 3.05, except as otherwise specified in a
Board Resolution or supplemental indenture, as contemplated by Section 3.01,
transfers of a Security issued in global form shall be limited to transfers
of such global Security in whole, but not in part, to the Depositary, its
successors or their respective nominees. Interests of beneficial owners in a
Security issued in global form may be transferred in accordance with the
rules and procedures of the Depositary. Securities of any series shall be
transferred to all beneficial owners of a global Security of such series in
exchange for their beneficial interests in that global Security if, and only
if, either (1) the Depositary notifies the Company that it is unwilling or
unable to continue as Depositary for the global Security of such series and a
successor Depositary is not appointed by the Company within 90 days of such
notice, (2) an Event of Default has occurred with respect to such series and
is continuing and the Security Registrar has received a request from the
Depositary or the Trustee to issue Securities of such series in lieu of all
or a portion of that global Security (in which case the Company shall deliver
Securities of such series within 30 days of such request) or (3) the Company
determines not to have the Securities of such series represented by a global
Security.

In connection with any transfer of a portion of the beneficial interest
in a global Security of any series to beneficial owners pursuant to this
Section 2.03, the Security Registrar shall reflect on its books and records
the date and a decrease in the principal amount of the global Security of
that series in an amount equal to the principal amount of the beneficial
interest in the global Security of that series to be transferred, and the
Company shall execute, and the Trustee upon receipt of a Company Order for
the authentication and delivery of Securities of that series shall
authenticate and deliver, one or more Securities of the same series of like
tenor and amount.

In connection with the transfer of all the beneficial interests in a
global Security of any series to beneficial owners pursuant to this Section
2.03, the global Security shall be deemed to be surrendered to the Trustee
for cancellation, and the Company shall execute, and the Trustee shall
authenticate and deliver, to each beneficial owner identified by the
Depositary in exchange for its beneficial interest in the global Security, an
equal aggregate principal amount of Securities of that series of authorized
denominations. Neither the Company nor the Trustee will have any
responsibility or liability for any aspect of the records kept by the
Depositary relating to Securities

of any series, or for payments made on account of Securities of any series,
or for maintaining, supervising or reviewing any records of the Depositary
relating to such Securities. Neither the Company nor the Trustee shall be
liable for any delay by the related global Security Holder or the Depositary
in identifying the beneficial owners, and each such Person may conclusively
rely on, and shall be protected in relying on, instructions from such global
Security Holder or the Depositary for all purposes (including with respect to
the registration and delivery, and the principal amounts, of the Securities
to be issued).

The provisions of the last sentence of Section 3.03 shall apply to any
Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form
together with written instructions (which need not comply with Section 1.03
and need not be accompanied by an Opinion of Counsel) with regard to the
reduction in the principal amount of Securities represented thereby, together
with the written statement contemplated by the last sentence of Section 3.03.

Notwithstanding the provisions of Sections 2.01 and 3.07, unless
otherwise specified as contemplated by Section 3.01, payment of principal of,
premium (if any) and interest on or any Additional Amounts with respect to
any Security in permanent global form shall be made to the Person or Persons
specified therein.

Notwithstanding the provisions of Section 3.08 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the
Company or of the Trustee shall treat a Person as the Holder of such
principal amount of Outstanding Securities represented by a global Security
as shall be specified in a written statement, if any, of the Holder of such
global Security which is produced to the Security Registrar by such Holder.

Global Securities may be issued in either temporary or permanent form.
Permanent global Securities will be issued in definitive form.

ARTICLE THREE

THE SECURITIES

SECTION 3.01. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an
Officers' Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series,

(1) the title of the Securities of such series (which shall
distinguish the Securities of the series from all other Securities),
including any change in the applicable subordination provisions

from those contained in Article Thirteen or, if applicable, those contained
in Article Fifteen with respect to the Subsidiary Guarantees;

(2) any limit upon the aggregate principal amount of the
Securities of such series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of such series pursuant to Section 2.03, 3.04, 3.05, 3.06, 9.06 or
11.07);

(3) whether the Securities of the series will have the benefit of the
Subsidiary Guarantees of the Subsidiary Guarantors;

(4) whether Securities of such series are to be issuable initially
in temporary global form and whether any Securities of such series are to be
issuable in permanent global form and, if so, whether beneficial owners of
interests in any such global Security may exchange such interests for
Securities of such series and of like tenor of any authorized form and
denomination and the circumstances under which any such exchanges may occur,
if other than in the manner provided in Sections 2.03 or 3.05, and the
Depositary for any global Security or Securities of such series;

(5) the manner in which any interest payable on a temporary global
Security of such series on any Interest Payment Date will be paid if other
than in the manner provided in Section 3.04;

(6) the date or dates on which the principal or premium (if any)
of the Securities of such series is payable or the method of determination
thereof;

(7) the rate or rates, or the method of determination thereof, at
which the Securities of such series shall bear interest, if any, whether and
under what circumstances Additional Amounts with respect to such Securities
shall be payable, the date or dates from which such interest shall accrue,
the Interest Payment Dates on which such interest shall be payable and, if
other than as set forth in Section 1.01, the Regular Record Date for the
interest payable on any Securities on any Interest Payment Date;

(8) the place or places where, subject to the provisions of
Section 10.02, the principal of, premium (if any) and interest on or any
Additional Amounts with respect to the Securities of such series shall be
payable;

(9) the period or periods within which, the price or prices
(whether denominated in cash, securities or otherwise) at which and the terms
and conditions upon which Securities of such series may be redeemed, in whole
or in part, at the option of the Company, if the Company is to have that
option, and the manner in which the Company must exercise any such option, if
different from those set forth herein;

(10) the obligation, if any, of the Company to redeem or purchase
Securities of such series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods
within which, the price or prices (whether denominated in cash, securities or

otherwise) at which and the terms and conditions upon which, Securities of
such series shall be redeemed or purchased in whole or in part pursuant to
such obligation;

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

(12) the currency or currencies (including composite currencies),
if other than Dollars, or the form, including equity securities, other debt
securities (including Securities), warrants or any other securities or
property of the Company or any other Person, in which payment of the
principal of, premium (if any) and interest on or any Additional Amounts with
respect to the Securities of such series shall be payable;

(13) if the principal of, premium (if any) or interest on or any
Additional Amounts with respect to the Securities of such series are to be
payable, at the election of the Company or a Holder thereof, in a currency or
currencies (including composite currencies) other than that in which the
Securities are stated to be payable, the currency or currencies (including
composite currencies) in which payment of the principal of, premium (if any)
and interest on or any Additional Amounts with respect to Securities of such
series as to which such election is made shall be payable, and the periods
within which and the terms and conditions upon which such election is to be
made;

(14) if the amount of payments of principal of, premium (if any)
and interest on or any Additional Amounts with respect to the Securities of
such series may be determined with reference to any commodities, currencies
or indices, values, rates or prices or any other index or formula, the manner
in which such amounts shall be determined;

(15) if other than the entire principal amount thereof, the portion
of the principal amount of Securities of such series that shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section
5.02;

(16) any additional means of satisfaction and discharge of this
Indenture with respect to Securities of such series pursuant to Section 4.01,
any additional conditions to discharge pursuant to Section 4.01 or 4.03 and
the application, if any, of Section 4.03;

(17) any deletions or modifications of or additions to the
definitions set forth in Section 1.01, Events of Default set forth in Section
5.01 or covenants of the Company set forth in Article Ten pertaining to the
Securities of such series;

(18) if the Securities of such series are to be convertible into or
exchangeable for equity securities, other debt securities (including
Securities), warrants or any other securities or property of the Company or
any other Person, at the option of the Company or the Holder or upon the
occurrence of any condition or event, the terms and conditions for such
conversion or exchange;

(19) whether any of such Securities will be subject to certain
optional interest rate reset provisions;

(20) the additions or changes, if any, to the Indenture with
respect to such Securities as shall be necessary to permit or facilitate the
issuance of such Securities in bearer form, registered or not registrable as
to principal, and with or without interest coupons; and

(21) any other terms of such series (which terms shall not be
inconsistent with the provisions of this Indenture).

All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to
the Board Resolution referred to above and (subject to Section 3.03) set
forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.

At the option of the Company, interest on the Securities of any series
that bears interest may be paid by mailing a check to the address of any
Holder as such address shall appear in the Security Register.

If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such
action together with such Board Resolution shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Officers' Certificate setting
forth the terms of the series.

The Securities of each series shall have the benefit of the Subsidiary
Guarantees unless the Company elects otherwise upon the establishment of a
series pursuant to this Section 3.01.

The Securities shall be subordinated in right of payment to Senior
Indebtedness of the Company as provided in Article Thirteen. Each Subsidiary
Guarantee shall be subordinated in right of payment to Senior Indebtedness of
the applicable Subsidiary Guarantor as provided in Article Fifteen.

SECTION 3.02. DENOMINATIONS.

The Securities of each series shall be issuable in such denominations as
shall be specified as contemplated by Section 3.01. In the absence of any
such provisions with respect to the Securities of any series, the Securities
of such series denominated in Dollars shall be issuable in denominations of
$1,000 and any integral multiple thereof. Unless otherwise provided as
contemplated by Section 3.01 with respect to any series of Securities, any
Securities of a series denominated in a currency other than Dollars shall be
issuable in denominations that are the equivalent, as determined by the
Company by reference to the noon buying rate in The City of New York for
cable transfers for such currency ("Exchange Rate"), as such rate is reported
or otherwise made available by the Federal Reserve Bank of New York, on the
applicable issue date for such Securities, of $1,000 and any integral
multiple thereof.

SECTION 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President, its Treasurer or one of its Vice
Presidents, under its corporate seal reproduced thereon

or affixed thereto attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did
not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by
the Company, and, if applicable, having endorsed thereon the Subsidiary
Guarantees executed as provided in Section 14.03 by the Subsidiary
Guarantors, to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities as in this Indenture provided and not otherwise.

If the form or terms of the Securities of a series have been established
in or pursuant to one or more Board Resolutions or any other method permitted
by Sections 2.01 and 3.01, in authenticating such Securities, and accepting
the additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Opinion of Counsel stating
that,

(a) if the form of such Securities has been established in
conformity with the provisions of this Indenture;

(b) if the terms of such Securities have been established in
conformity with the provisions of this Indenture; and

(c) 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 legal, valid and
binding obligations of the Company, and, if applicable, the Subsidiary
Guarantees endorsed thereon will constitute valid and legally binding
obligations of the Subsidiary Guarantors, enforceable in accordance with
their terms, except as such enforcement is subject to the effect of (i)
bankruptcy, insolvency, fraudulent conveyance, reorganization or other laws
relating to or affecting creditors' rights and (ii) general principles of
equity (regardless of whether such enforcement is considered in a proceeding
in equity or at law).

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
not reasonably acceptable to the Trustee.

Each Security shall be dated the date of its authentication.

No Security or Subsidiary Guarantee shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there
appears on such Security a certificate of

authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder. Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never
issued and sold by the Company, and the Company shall deliver such Security
to the Trustee for cancellation as provided in Section 3.09 together with a
written statement (which need not comply with Section 1.03 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never
been issued and sold by the Company, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

SECTION 3.04. TEMPORARY SECURITIES.

Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities that are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities and, if
applicable, having endorsed thereon the Subsidiary Guarantees in lieu of
which they are issued, in registered form and with such appropriate
insertions, omissions, substitutions and other variations as the officers of
the Company executing such Securities and, if applicable, Subsidiary
Guarantees may determine, as evidenced by their execution of such Securities
and Subsidiary Guarantees.

Except in the case of temporary Securities in global form (which shall
be exchanged in accordance with the provisions of the following paragraphs),
if temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Securities of any series, the Company shall execute and
deliver a Company Order requesting the Trustee to authenticate and deliver
and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of the same series of authorized
denominations and, if applicable, having endorsed thereon Subsidiary
Guarantees executed by the Subsidiary Guarantors. Until so exchanged the
temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series.

All Outstanding temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive
Securities of the same series and of like tenor authenticated and delivered
hereunder.

SECTION 3.05. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

The Company shall cause to be kept for each series of Securities at one
of the offices or agencies maintained pursuant to Section 10.02 a register
(the register maintained in such office and

in any other office or agency of the Company in a Place of Payment being
herein sometimes collectively referred to as the "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration of Securities and of transfers of
Securities of such series. The Trustee is hereby initially appointed
"Security Registrar" for the purpose of registering Securities and transfers
of Securities as herein provided.

Except as set forth in Section 2.03 or as may be provided pursuant to
Section 3.01, upon surrender for registration of transfer of any Security of
any series at the office or agency in a Place of Payment for that series, the
Company shall execute and deliver a Company Order requesting the Trustee to
authenticate and deliver and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Securities of the same series and of like tenor, of any authorized
denominations and of a like aggregate principal amount and, if applicable,
having endorsed thereon Subsidiary Guarantees executed by the Subsidiary
Guarantors.

At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series and of like tenor, of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Securities to be exchanged at such office or agency. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.

All Securities and, if applicable, Subsidiary Guarantees endorsed
thereon issued upon any registration of transfer or exchange of Securities
shall be the valid obligations of the Company and, if applicable, the
respective Subsidiary Guarantors, evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Securities and Subsidiary
Guarantees surrendered upon such registration of transfer or exchange.

Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities,
other than exchange pursuant to Section 3.04, 9.06 or 11.07 not involving any
transfer.

The Company shall not be required (i) to issue, register the transfer of
or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption
of Securities of such series selected for redemption and ending at the close
of business on the day of the mailing of the relevant notice of redemption or
(ii) to register the transfer of or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.

SECTION 3.06. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

If any mutilated Security is surrendered to the Trustee, the Company
shall execute and deliver a Company Order requesting the Trustee to
authenticate and deliver and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding, and,
if applicable, having endorsed thereon the Subsidiary Guarantees executed as
provided in Section 14.03 by the Subsidiary Guarantors.

If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and
(ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice
to the Company or the Trustee that such Security has been acquired by a bona
fide purchaser, the Company shall execute and upon the Company's request the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost
or stolen Security, a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding, and,
if applicable, having endorsed thereon the Subsidiary Guarantees executed as
provided in Section 14.03 by the Subsidiary Guarantors.

In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section 3.06, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fee and expenses of the Trustee) connected therewith.

Every new Security of any series issued pursuant to this Section 3.06 in
lieu of any destroyed, lost or stolen Security and, if applicable, the
Subsidiary Guarantee endorsed thereon, shall constitute an original
additional contractual obligation of the Company and, if applicable, the
respective Subsidiary Guarantors, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that series duly issued hereunder.

The provisions of this Section 3.06 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 3.07. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest. Unless otherwise provided with respect to the Securities of any
series, payment of interest may be made at the option of the Company by check
mailed or delivered to the address of any Person entitled thereto as such
address shall appear in the Security Register.

Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in Clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Security of such series and the date of the proposed payment, and at the
same time the Company shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this Clause provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest which shall be
not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of
the Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class
postage prepaid, to each Holder of Securities of such series at his address
as it appears in the Security Register, not less than 10 days prior to such
Special Record Date. The Trustee may, in its discretion, in the name and at
the expense of the Company, cause a similar notice to be published at least
once in an Authorized Newspaper, but such publication shall not be a
condition precedent to the establishment of such Special Record Date. Notice
of the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been so mailed, such Defaulted Interest shall be paid to
the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the following
Clause (2).

(2) The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may be
listed, and upon such notice as may be required by such exchange, if, after
notice given by the Company to the Trustee of the proposed payment pursuant
to this Clause, such manner of payment shall be deemed practicable by the
Trustee.

Subject to the foregoing provisions of this Section 3.07, each Security
delivered under this Indenture, upon registration of transfer of, in exchange
for or in lieu of, any other Security, shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 3.08. PERSONS DEEMED OWNERS.

Prior to due presentment of a Security for registration of transfer, the
Company, the Subsidiary Guarantors, the Trustee and any agent of the Company,
the Subsidiary Guarantors or the Trustee may treat the Person in whose name
such Security is registered as the owner of such Security for the purpose of
receiving payment of principal of, premium (if any) and (subject to Sections
3.05 and 3.07) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Subsidiary Guarantors, the Trustee nor any agent of the Company, the
Subsidiary Guarantors or the Trustee shall be affected by notice to the
contrary.

SECTION 3.09. CANCELLATION.

All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the
Trustee. All Securities so delivered shall be promptly canceled by the
Trustee. The Company may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section 3.09, except as expressly permitted by this
Indenture. All canceled Securities held by the Trustee shall be disposed of
by the Trustee in accordance with its customary procedures, unless the
Trustee is otherwise directed by a Company Order.

SECTION 3.10. COMPUTATION OF INTEREST.

Except as otherwise specified as contemplated by Section 3.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year comprised of twelve 30-day months.

SECTION 3.11. CUSIP NUMBERS.

The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice of
a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE.

This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

(1) either

(A) all Securities theretofore authenticated and delivered (other
than (i) Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 3.06
and (ii) Securities for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company
and thereafter repaid to the Company or discharged from such
trust, as provided in Section 10.03) have been delivered to the
Trustee for cancellation; or

(B) all such Securities not theretofore delivered to the Trustee for
cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity within
one year,
or

(iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the
Company, and the Company or, if applicable, a Subsidiary Guarantor, in
the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee, as trust funds in trust, money in an
amount sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation,
for principal and any premium and interest to the date of such deposit
(in the case of Securities which have become due and payable) or to
the Stated Maturity or Redemption Date, as the case may be;

(2) the Company or a Subsidiary Guarantor has paid or caused to be paid
all other sums payable hereunder by the Company and the Subsidiary
Guarantors; and

(3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture
have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations
of the Trustee to any Authenticating Agent under Section 6.14 and, if money
shall have been deposited with the Trustee pursuant to subclause (B) of
Clause (1) of this Section, the obligations of the Trustee under Section 4.02
and the last paragraph of Section 10.03 shall survive.

SECTION 4.02. APPLICATION OF TRUST MONEY.

Subject to the provisions of the last paragraph of Section 10.03, all
money deposited with the Trustee pursuant to Section 4.01 shall be held in
trust and applied by it, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee
may determine, to the Persons entitled thereto, of the principal and any
premium and interest for whose payment such money has been deposited with the
Trustee.

ARTICLE FIVE

REMEDIES

SECTION 5.01. EVENTS OF DEFAULT.

"Event of Default," wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for
such Event of Default and whether it shall be occasioned by the provisions of
Article Thirteen or Fifteen or be voluntary or involuntary or effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless it is either inapplicable to a particular series or it is specifically
deleted or modified in or pursuant to the supplemental indenture or Board
Resolution establishing such series of Securities or in the form of Security
for such series:

(1) default in the payment of any interest on or any Additional
Amounts with respect to any Security of that series when such interest or
Additional Amounts become due and payable, and continuance of such default
for a period of 30 days; or

(2) default in the payment of the principal of or premium (if any)
on any Security of that series at its Maturity; or

(3) default in the deposit of any mandatory sinking fund payment,
when and as due by the terms of a Security of that series, and continuance of
such default for a period of 30 days; or

(4) default in the performance or breach of any covenant of the
Company in this Indenture (other than a covenant a default in whose
performance or whose breach is elsewhere in this Section 5.01 specifically
dealt with or which has expressly been included in this Indenture solely for
the benefit of one or more series of Securities other than that series), and
continuance of such default or breach for a period of 90 days after there has
been given, by registered or certified mail, to the Company by the Trustee or
to the Company and the Trustee by the Holders of at least 25% in principal
amount of all Outstanding Securities a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a
"Notice of Default" hereunder; or

(5) a default under the terms of any instrument evidencing or securing
any Indebtedness of the Company or any Subsidiary having an outstanding
principal amount of $10 million individually or in the aggregate which
default results in the acceleration of the payment of all or any portion of
such Indebtedness (which acceleration is not rescinded within a period of 10
days of the occurrence of such acceleration) or constitutes the failure to
pay all or any portion of the principal amount of such Indebtedness when
due; or

(6) the rendering of a final judgment or judgments (not subject to
appeal) against the Company or any Subsidiary in an amount in excess of $10
million which remains undischarged or unstayed for a period of 60 days after
the date on which the right to appeal has expired;

(7) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company, any Significant
Subsidiary or any group of Subsidiaries that together would constitute a
Significant Subsidiary in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or (B) a decree or order adjudging the Company, any Significant
Subsidiary or any group of Subsidiaries that together would constitute a
Significant Subsidiary a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company, any Significant Subsidiary or
any group of Subsidiaries that together would constitute a Significant
Subsidiary under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company, any Significant Subsidiary or any group of
Subsidiaries that together would constitute a Significant Subsidiary or of
any substantial part of its or their property, or ordering the winding up or
liquidation of its or their affairs, and the continuance of any such decree
or order for relief or any such other decree or order unstayed and in effect
for a period of 60 consecutive days; or

(8) the commencement by the Company, any Significant Subsidiary or any
group of Subsidiaries that together would constitute a Significant Subsidiary
of a voluntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or of any other
case or proceeding to be adjudicated a bankrupt or insolvent, or the consent
by it or them to the entry of a decree or order for relief in respect of the
Company, any Significant Subsidiary or any group of Subsidiaries that
together would constitute a Significant Subsidiary in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy
or insolvency case or proceeding against it or them, or the filing by it or
them of a petition or answer or consent seeking reorganization or relief
under any applicable Federal or State law, or the consent by it or them to
the filing of such petition or to the appointment of or taking possession by
a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company, any Significant Subsidiary or any group of
Subsidiaries that together would constitute a Significant Subsidiary or of
any substantial part of its or their property, or the making by it or them of
an assignment for the benefit of creditors, or the admission by it or them in
writing of its or their inability to pay its or their debts generally as they
become due, or the taking of corporate action by the Company, any Significant
Subsidiary or any group of Subsidiaries that together would constitute a
Significant Subsidiary in furtherance of any such action; or

(9) In the event the Subsidiary Guarantors have issued Subsidiary
Guarantees with respect to the Securities of such series, the Subsidiary
Guarantee of any Subsidiary Guarantor is held by a final non-appealable order
or judgment of a court of competent jurisdiction to be unenforceable or
invalid or ceases for any reason to be in full force and effect (other than
in accordance with the terms of this Indenture) or any Subsidiary Guarantor
or any Person acting on behalf of any Subsidiary Guarantor denies or
disaffirms such Subsidiary Guarantor's obligations under its Subsidiary
Guarantee (other than by reason of a release of such Subsidiary Guarantor
from its Subsidiary Guarantee in accordance with the terms of this
Indenture); or

(10) any other Event of Default provided with respect to Securities
of that series.

Notwithstanding the foregoing provisions of this Section 5.01, if the
principal of, premium (if any) or any interest on or any Additional Amounts
with respect to any Security is payable in a currency or currencies
(including a composite currency) other than Dollars and such currency or
currencies are not available to the Company for making payment thereof due to
the imposition of exchange controls or other circumstances beyond the control
of the Company (a "Conversion Event"), the Company will be entitled to
satisfy its obligations to Holders of the Securities by making such payment
in Dollars in an amount equal to the Dollar equivalent of the amount payable
in such other currency, as determined by the Company by reference to the
Exchange Rate, as such Exchange Rate is certified for customs purposes by the
Federal Reserve Bank of New York on the date of such payment, or, if such
rate is not then available, on the basis of the most recently available
Exchange Rate. Notwithstanding the foregoing provisions of this Section
5.01, any payment made under such circumstances in Dollars where the required
payment is in a currency other than Dollars will not constitute an Event of
Default under this Indenture.

Promptly after the occurrence of a Conversion Event with respect to the
Securities of any series, the Company shall give written notice thereof to
the Trustee; and the Trustee, promptly after receipt of such notice, shall
give notice thereof in the manner provided in Section 1.07 to the Holders of
such series. Promptly after the making of any payment in Dollars as a result
of a Conversion Event with respect to the Securities of any series, the
Company shall give notice in the manner provided in Section 1.07 to the
Holders of such series, setting forth the applicable Exchange Rate and
describing the calculation of such payments.

SECTION 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

If an Event of Default with respect to any Securities of any series at
the time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of (i) the series affected by such default (in the
case of an Event of Default described in clause (1), (2), (3) or (7) of
Section 5.01) or (ii) all series of Securities (in the case of an Event of
Default described in clause (4) of Section 5.01) may declare the principal
amount (or, if any such Securities are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of that
series) of all of the Securities of the series affected by such default or
all series, as the case may be, to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders),
and upon any such declaration such amount shall become immediately due and
payable. If an Event of Default

described in clause (5) or (6) of Section 5.01 shall occur, the principal
amount of the Outstanding Securities of all series ipso facto shall become
and be immediately due and payable without any declaration or other act on
the part of the Trustee or any Holder.

At any time after such a declaration of acceleration with respect to
Securities of any series (or of all series, as the case may be) has been made
and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, the Holders
of a majority in principal amount of the Outstanding Securities of that
series (or of all series, as the case may be), by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if

(1) the Company or, if applicable, any Subsidiary Guarantor has
paid or deposited with the Trustee a sum sufficient to pay

(A) all overdue interest on, and any Additional Amounts with
respect to, all Securities of that series (or of all series, as the case
may be),

(B) the principal of or premium (if any) on any Securities of
that series (or of all series, as the case may be) which have become due
otherwise than by such declaration of acceleration and interest thereon at
the rate or rates prescribed therefor in such Securities (in the case of
Original Issue Discount Securities, the Securities' Yield to Maturity),

(C) to the extent that payment of such interest is lawful,
interest upon overdue interest and any Additional Amounts at the rate or
rates prescribed therefor in such Securities (in the case of Original Issue
Discount Securities, the Securities' Yield to Maturity), and

(D) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and all other amounts due the Trustee under
Section 6.07; and

(2) all Events of Default with respect to Securities of that
series (or of all series, as the case may be), other than the nonpayment of
the principal of Securities of that series (or of all series, as the case may
be) which have become due solely by such declaration of acceleration, have
been cured or waived as provided in Section 5.13.

No such rescission shall affect any subsequent default or impair any
right consequent thereon.

SECTION 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

The Company covenants that if

(1) default is made in the payment of any installment of interest
on, or any Additional Amounts with respect to, any Security of any series
when such interest or Additional Amounts shall have become due and payable
and such default continues for a period of 60 days, or

(2) default is made in the payment of the principal of or premium
(if any) on any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of
the Holders of such Securities, the whole amount then due and payable on such
Securities for principal of, premium (if any) and interest on or any
Additional Amounts with respect to such Securities and, to the extent that
payment of such interest shall be legally enforceable, interest on any
overdue principal, premium (if any) and on any overdue interest or Additional
Amounts, at the rate or rates prescribed therefor in such Securities (or in
the case of Original Issue Discount Securities, the Securities' Yield to
Maturity), and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and all other amounts due the Trustee under Section
6.07.

If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the
same against the Company or any other obligor upon such Securities and
collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon such
Securities, wherever situated.

If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series
by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 5.04. TRUSTEE MAY FILE PROOFS OF CLAIM.

In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company, any Subsidiary Guarantor or any
other obligor upon the Securities or the property of the Company or of such
other obligor or their creditors, the Trustee (irrespective of whether the
principal (or lesser amount in the case of Original Issue Discount
Securities) of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue

principal of, premium (if any), interest on or any Additional Amounts with
respect to such Securities) shall be entitled and empowered, by intervention
in such proceeding or otherwise,

(i) to file and prove a claim for the whole amount of principal (or
lesser amount in the case of Original Issue Discount Securities) (and
premium, if any) and interest and any Additional Amounts owing and unpaid in
respect of the Securities and to file such other papers or documents as may
be necessary or advisable to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and of the Holders allowed in such
judicial proceeding, and

(ii) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 6.07.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or any Subsidiary Guarantee or the rights of any Holder thereof or
to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceedings; provided, however, that the Trustee may, on behalf of the
Holders, vote for the election of a trustee in bankruptcy or similar official.

SECTION 5.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES OR COUPONS.

All rights of action and claim under this Indenture, the Securities or
any Subsidiary Guarantee may be prosecuted and enforced by the Trustee
without possession of any of the Securities or the production thereof in any
proceeding relating thereto; any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust; after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 6.07, any recovery of judgment
shall be for the ratable benefit of the Holders of the Securities in respect
of which such judgment has been recovered.

SECTION 5.06. APPLICATION OF MONEY COLLECTED.

Subject to Articles Thirteen and Fifteen, any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of
such money on account of principal of, premium (if any) or interest on or any

Additional Amounts with respect to any Securities, upon presentation of the
Securities, and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section 6.07;

SECOND: To the payment of the amounts then due and unpaid for principal
of, premium (if any) and interest on and any Additional Amounts
with respect to such Securities in respect of which or for the
benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due
and payable on such Securities for principal of, premium (if
any), interest on and Additional Amounts, respectively; and

THIRD: The balance, if any, to the Company.

To the fullest extent allowed under applicable law, if for the purpose
of obtaining judgment against the Company in any court it is necessary to
convert the sum due in respect of the principal of, premium (if any) or
interest on or any Additional Amounts with respect to the Securities of any
series (the "Required Currency") into a currency in which a judgment will be
rendered (the "Judgment Currency"), the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the New York Business Day next preceding that on which final
judgment is given. Neither the Company nor the Trustee shall be liable for
any shortfall nor shall it benefit from any windfall in payments to Holders
of Securities under this Section 5.06 caused by a change in exchange rates
between the time the amount of a judgment against it is calculated as above
and the time the Trustee converts the Judgment Currency into the Required
Currency to make payments under this Section 5.06 to Holders of Securities,
but payment of such judgment shall discharge all amounts owed by the Company
on the claim or claims underlying such judgment.

SECTION 5.07. LIMITATION ON SUITS.

Subject to Section 5.08, no Holder of any Security of any series shall
have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless

(1) an Event of Default with respect to Securities of such series
shall have occurred and be continuing and such Holder has previously given
written notice to the Trustee of such continuing Event of Default;

(2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its
own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding;
and

(5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall
have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other of such Holders, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all of such Holders.

SECTION 5.08. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST.

Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of, premium (if any) and (subject to Section
3.07) interest on or any Additional Amounts with respect to such Security on
the Stated Maturity or Maturities expressed in such Security (or, in the case
of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment on or after such dates, and such rights shall
not be impaired or affected without the consent of such Holder.

SECTION 5.09. RESTORATION OF RIGHTS AND REMEDIES.

If the Trustee or any Holder of any Security has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, the Company, the Subsidiary Guarantors, the Trustee and the Holders
shall, subject to any determination in such proceeding, be restored severally
and respectively to their former positions hereunder, and thereafter all
rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.

SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE.

Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 3.06, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.

SECTION 5.11. DELAY OR OMISSION NOT WAIVER.

No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time
to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.

SECTION 5.12. CONTROL BY HOLDERS.

With respect to Securities of any series, the Holders of a majority in
principal amount of the Outstanding Securities of such series shall have the
right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, relating to or arising under an Event of Default
described in clause (1), (2), (3) or (7) of Section 5.01, and with respect to
all Securities the Holders of a majority in principal amount of all
Outstanding Securities shall have the right to direct the time, method and
place of conducting any remedy available to the Trustee, or exercising any
trust or power conferred on the Trustee, not relating to or arising under
such an Event of Default, provided that in each such case

(1) the Trustee shall have the right to decline to follow any such
direction if the Trustee, being advised by counsel, determines that the
action so directed may not lawfully be taken or would conflict with this
Indenture or if the Trustee in good faith shall, by a Responsible Officer,
determine that the proceedings so directed would involve it in personal
liability or be unjustly prejudicial to the Holders not taking part in such
direction, and

(2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

SECTION 5.13. WAIVER OF PAST DEFAULTS.

Subject to Sections 5.08 and 9.02, the Holders of a majority in
principal amount of the Outstanding Securities of any series may on behalf of
the Holders of all the Securities of such series waive any past default
hereunder with respect to such series and its consequences, and the Holders
of a majority in principal amount of all Outstanding Securities may on behalf
of the Holders of all Securities waive any other past default hereunder and
its consequences, except in each case a default

(1) in the payment of the principal of, premium (if any) or
interest on or any Additional Amounts with respect to any Security, or

(2) in respect of a covenant or provision hereof that under
Article Nine cannot be modified or amended without the consent of the Holder
of each Outstanding Security affected.

Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent
or other default or impair any right consequent thereon.

SECTION 5.14. UNDERTAKING FOR COSTS.

All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, 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, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard
to the merits and good faith of the claims or defenses made by such party
litigant. The provisions of this Section 5.14 shall not apply to any suit
instituted by the Company, by any Subsidiary Guarantor, by the Trustee, by
any Holder or group of Holders holding in the aggregate more than 10% in
principal amount of the Outstanding Securities of any series, or by any
Holder for the enforcement of the payment of the principal of, premium (if
any) or interest on or any Additional Amounts with respect to any Security on
or after the Stated Maturity or Maturities expressed in such Security (or, in
the case of redemption, on or after the Redemption Date).

SECTION 5.15. WAIVER OF STAY OR EXTENSION LAWS.

Each of the Company and the Subsidiary Guarantors covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay or extension law wherever enacted, now or at any time hereafter
in force, which may affect the covenants or the performance of this
Indenture; and each of the Company and the Subsidiary Guarantors (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.

ARTICLE SIX

THE TRUSTEE

SECTION 6.01. CERTAIN DUTIES AND RESPONSIBILITIES.

(a) Except during the continuance of an Event of Default with
respect to the Securities of any series,

(1) the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the
Trustee; and

(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; but in the
case of any such certificates or opinions that by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be
under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture.

(b) In case an Event of Default has occurred and is continuing
with respect to the Securities of any series, the Trustee shall exercise such
of the rights and powers vested in it by this Indenture, 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.

(c) No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct, except that

(1) this Subsection shall not be construed to limit the effect of
Subsection (a) of this Section 6.01;

(2) the Trustee shall not be liable for any error of judgment made
in good faith by a Responsible Officer, unless it shall be 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 the direction of the
Holders of a majority in principal amount of the Outstanding Securities of
any series or of all series, determined as provided in Section 5.12, relating
to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture with respect to the Securities of such series;
and

(4) no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.

(d) Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of
this Section 6.01.

SECTION 6.02. NOTICE OF DEFAULTS.

Within 90 days after the occurrence of any Default or Event of Default
with respect to the Securities of any series, the Trustee shall give notice
of such Default or Event of Default known to the Trustee to all Holders of
Securities of such series in the manner provided in Section 1.07, unless

such default shall have been cured or waived; provided, however, that, except
in the case of a Default or Event of Default in the payment of the principal
of, premium (if any) or interest on or any Additional Amounts with respect to
any Security of such series or in the payment of any sinking fund installment
with respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors or Responsible Officers
of the Trustee in good faith determine that the withholding of such notice is
in the interest of the Holders of Securities of such series; and provided,
further, that in the case of any Default or Event of Default of the character
specified in Section 5.01(4) with respect to Securities of such series, no
such notice to Holders shall be given until at least 30 days after the
occurrence thereof.

SECTION 6.03. CERTAIN RIGHTS OF TRUSTEE.

Subject to the provisions of Section 6.01:

(a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, coupon, other evidence of indebtedness or other paper
or document believed by it to be genuine and to have been signed or presented
by the proper party or parties;

(b) any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

(c) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith
on its part, rely upon an Officers' Certificate;

(d) the Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such
Holders shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities that might be incurred by it in
compliance with such request or direction;

(f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, coupon, other evidence of indebtedness or other paper
or document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and,
if the Trustee shall determine to make such further inquiry or

investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney;

(g) the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys and, except for any Affiliates of the Trustee, the Trustee shall
not be responsible for any misconduct or negligence on the part of any agent
or attorney appointed with due care by it hereunder;

(h) the Trustee shall not be charged with knowledge of any Default
or Event of Default with respect to the Securities of any series for which it
is acting as Trustee unless either (1) a Responsible Officer shall have
actual knowledge of such Default or Event of Default or (2) written notice of
such Default or Event of Default shall have been given to the Trustee by the
Company or any other obligor on such Securities or by any Holder of such
Securities; and

(i) the Trustee shall not be liable for any action taken, suffered
or omitted by it in good faith and believed by it to be authorized or within
the discretion or rights or powers conferred upon it by this Indenture.

SECTION 6.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

The recitals contained herein and in the Securities and the Subsidiary
Guarantees, except the Trustee's certificates of authentication, shall be
taken as the statements of the Company or the Subsidiary Guarantors, as the
case may be, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of
this Indenture or of the Securities or the Subsidiary Guarantees. The
Trustee shall not be accountable for the use or application by the Company of
Securities or the proceeds thereof.

SECTION 6.05. MAY HOLD SECURITIES.

The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or any Subsidiary Guarantor, in
its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with
the Company and any Subsidiary Guarantor with the same rights it would have
if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

SECTION 6.06. MONEY HELD IN TRUST.

Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under
no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company or any Subsidiary Guarantor, as
the case may be.

SECTION 6.07. COMPENSATION AND REIMBURSEMENT.

Each of the Company and the Subsidiary Guarantors jointly and severally
agree

(1) to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which compensation
shall not be limited by any provision of law in regard to the compensation of
a trustee of an express trust);

(2) except as otherwise expressly provided herein, to reimburse
the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of
this Indenture (including the reasonable compensation and the reasonable
expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence or
bad faith; and

(3) to indemnify the Trustee and each of its directors, officers,
employees, agents and/or representatives for, and to hold each of them
harmless against, any loss, liability or expense incurred without negligence
or bad faith on each of their part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses of defending themselves against any claim or liability in
connection with the exercise or performance of any of the Trustees' powers or
duties hereunder.

As security for the performance of the obligations of the Company under
this Section 6.07, the Trustee shall have a lien prior to the Securities on
all property and funds held or collected by the Trustee as such, except funds
held in trust for the payment of principal of, premium (if any) or interest
on or any Additional Amounts with respect to particular Securities.

Any expenses and compensation for any services rendered by the Trustee
after the occurrence of an Event of Default specified in clause (5) or (6) of
Section 5.01 shall constitute expenses and compensation for services of
administration under all applicable federal or state bankruptcy, insolvency,
reorganization or other similar laws.

The provisions of this Section 6.07 and any lien arising hereunder shall
survive the resignation or removal of the Trustee or the discharge of the
Company's obligations under this Indenture and the termination of this
Indenture.

SECTION 6.08. DISQUALIFICATION; CONFLICTING INTERESTS.

(a) If the Trustee has or shall acquire any conflicting interest,
as defined in this Section 6.08, with respect to the Securities of any
series, it shall, within 90 days after ascertaining that it has such
conflicting interest, either eliminate such conflicting interest or resign
with respect to the Securities of that series in the manner and with the
effect hereinafter specified in this Article.

(b) In the event that the Trustee shall fail to comply with the
provisions of Subsection (a) of this Section 6.08 with respect to the
Securities of any series, the Trustee shall, within 10 days after the
expiration of such 90-day period, transmit by mail to all Holders of
Securities of that series, as their names and addresses appear in the
Security Register, notice of such failure.

(c) For the purposes of this Section 6.08, the term "conflicting
interest" shall have the meaning specified in Section 310(b) of the Trust
Indenture Act and the Trustee shall comply with

Section 310(b) of the Trust Indenture Act; provided, that there shall be
excluded from the operation of Section 310(b)(1) of the Trust Indenture Act
with respect to the Securities of any series any indenture or indentures
under which other securities, or certificates of interest or participation in
other securities, of the Company are outstanding, if the requirements for
such exclusion set forth in Section 310(b)(1) of the Trust Indenture Act are
met. For purposes of the preceding sentence, the optional provision
permitted by the second sentence of Section 310(b)(9) of the Trust Indenture
Act shall be applicable.

SECTION 6.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States
of America, any State thereof or the District of Columbia, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50 million and subject to supervision or examination by
federal or state (or the District of Columbia) authority. If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of said supervising or examining authority, then for
the purposes of this Section 6.09, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of
this Section 6.09, it shall resign immediately in the manner and with the
effect hereinafter specified in this Article.

The Indenture shall always have a Trustee who satisfies the requirements
of Sections 310(a)(1), 310(a)(2) and 310(a)(5) of the Trust Indenture Act.

SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

(a) No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

(b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the resigning Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee
may petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.

(c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee
and to the Company.

(d) If at any time:

(1) the Trustee shall fail to comply with Section 6.08(a) after
written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section 6.09 and
shall fail to resign after written request therefor by the Company or by any
such Holder of Securities, or

(3) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee with respect
to all Securities and the appointment of a successor Trustee or Trustees.

(e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that
any such successor Trustee may be appointed with respect to the Securities of
one or more or all of such series and that at any time there shall be only
one Trustee with respect to the Securities of any particular series) and such
successor Trustee or Trustees shall comply with the applicable requirements
of Section 6.11. If no successor Trustee with respect to the Securities of
any series shall have been so appointed by the Company and accepted
appointment in the manner required by Section 6.11, any Holder who has been a
bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

(f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any
series by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders of Securities of such series as their names and
addresses appear in the Security Register. Each notice shall include the
name of the successor Trustee with respect to the Securities of such series
and the address of its Corporate Trust Office.

SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

(a) In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee so appointed
shall execute, acknowledge and deliver to the Company, the Subsidiary
Guarantors and the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with

all the rights, powers, trusts and duties of the retiring Trustee; but, on
the request of the Company or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of
the retiring Trustee and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder.

(b) 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 Subsidiary Guarantors, the retiring Trustee and each successor
Trustee with respect to the Securities of one or more series shall execute
and deliver an indenture supplemental hereto wherein each 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,
each 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; and upon the execution and delivery
of such supplemental indenture, the resignation or removal of the retiring
Trustee shall become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall become
vested with 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; but, on request of the Company
or any successor Trustee, such retiring Trustee shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

(c) Upon request of any such successor Trustee, the Company and
the Subsidiary Guarantors shall execute any and all instruments for more fully
and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts referred to in paragraph (a) or (b) of this Section
6.11, as the case may be.

(d) No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.

Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such

corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part
of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY AND
SUBSIDIARY GUARANTORS.

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

SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT.

The Trustee may appoint an Authenticating Agent or Agents that shall be
authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue and upon exchange, registration of transfer or partial
redemption or pursuant to Section 3.06, and Securities so authenticated shall
be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any state thereof or the
District of Columbia, having a combined capital and surplus of not less than
$50 million or equivalent amount expressed in a foreign currency and subject
to supervision or examination by federal or state (or the District of
Columbia) authority or authority of such country. If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then for the
purposes of this Section 6.14, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any
time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section 6.14, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section 6.14.

Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating
Agent shall be a party, or any corporation succeeding to the corporate agency
or corporate trust business of an Authenticating Agent, shall continue to be
an Authenticating Agent, provided such corporation shall be otherwise
eligible under this Section 6.14, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating
Agent.

An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.14, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to
all Holders as their names and addresses appear in the Security Register.
Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section 6.14.

The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section 6.14.

If an appointment is made pursuant to this Section 6.14, the Securities
may have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternate certificate of authentication in the following
form:

This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

---------------------------------
As Trustee

By:
------------------------------
As Authenticating Agent

By:
------------------------------
Authorized Signatory

Notwithstanding any provision of this Section 6.14 to the contrary, if
at any time any Authenticating Agent appointed hereunder with respect to any
series of Securities shall not also be acting as the Security Registrar
hereunder with respect to any series of Securities, then, in addition to all
other duties of an Authenticating Agent hereunder, such Authenticating Agent
shall also be obligated: (i) to furnish to the Security Registrar promptly
all information necessary to enable the Security Registrar to maintain at all
times an accurate and current Security Register; and (ii) prior to
authenticating any Security denominated in a foreign currency, to ascertain
from the Company the units of such foreign currency that are required to be
determined by the Company pursuant to Section 3.02.

ARTICLE SEVEN

HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

With respect to each series of Securities, the Company will furnish or
cause to be furnished to the Trustee:

(a) semi-annually, not more than 15 days after each Regular Record
Date relating to that series (or, if there is no Regular Record Date relating
to that series, on January 1 and July 1), a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of that
series as of such dates, and

(b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list
of similar form and content, such list to be dated as of a date not more than
15 days prior to the time such list is furnished; provided, that so long as
the Trustee is the Security Registrar, the Company shall not be required to
furnish or cause to be furnished such a list to the Trustee. The Company
shall otherwise comply with Section 310(a) of the Trust Indenture Act.

SECTION 7.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

(a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders of each series
contained in the most recent list furnished to the Trustee as provided in
Section 7.01 and the names and addresses of Holders of each series received
by the Trustee in its capacity as Security Registrar. The Trustee may
destroy any list furnished to it as provided in Section 7.01 upon receipt of
a new list so furnished. The Trustee shall otherwise comply with Section
310(a) of the Trust Indenture Act.

(b) Holders of Securities may communicate pursuant to Section 312(b)
of the Trust Indenture Act with other Holders with respect to their rights
under this Indenture or under the Securities. The Company, the Trustee, the
Security Registrar and any other Person shall have the protection of Section
312(c) of the Trust Indenture Act.

SECTION 7.03. REPORTS BY TRUSTEE.

(a) Within 60 days after May 15 of each year after the execution
of this Indenture, the Trustee shall transmit by mail to Holders a brief
report dated as of such May 15 that complies with Section 313(a) of the
Trust Indenture Act. The Trustee shall comply with Section 313(b) of the
Trust Indenture Act. The Trustee shall transmit by mail all reports as
required by Sections 313(c) and 313(d) of the Trust Indenture Act.

(b) A copy of each report pursuant to Subsection (a) of this
Section 7.03 shall, at the time of its transmission to Holders, be filed by
the Trustee with each stock exchange upon which any Securities are listed,
with the Commission and with the Company. The Company will notify the
Trustee when any Securities are listed on any stock exchange.

SECTION 7.04. REPORTS BY COMPANY AND SUBSIDIARY GUARANTORS.

The Company and the Subsidiary Guarantors shall file with the Trustee,
within 15 days after the Company is required to file the same with the
Commission, 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
Commission may from time to time by rules and regulations prescribe) which
the Company may be required to file with the Commission pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, and
shall otherwise comply with Section 314(a) of the Trust Indenture Act.

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.01. COMPANY AND SUBSIDIARY GUARANTORS MAY CONSOLIDATE, ETC.,
ONLY ON CERTAIN TERMS.

(a) the Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, unless:

(1) the Person formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Company substantially as an
entirety shall be a corporation, partnership or trust, shall be organized and
existing under the laws of the United States of America, any State thereof or
the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal
of, premium (if any) and interest on or any Additional Amounts with respect
to all the Securities and the performance of every covenant of this Indenture
on the part of the Company to be performed or observed;

(2) immediately after giving effect to such transaction, and
treating any indebtedness that becomes Indebtedness of the Company or a
Subsidiary of the Company as a result of such transaction as having been
incurred by the Company or such Subsidiary at the time of such transaction,
no Default or Event of Default, shall have happened and be continuing; and

(3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture
comply with this Article and that all conditions precedent herein provided
for relating to such transaction have been complied with.

(b) Except in a transaction resulting in the release of a Subsidiary
Guarantor in accordance with the terms of this Indenture, each Subsidiary
Guarantor shall not, and the Company shall not permit any Subsidiary
Guarantor to, consolidate with or merge into any other Person (other than the
Company or a Subsidiary Guarantor which is a Wholly-Owned Subsidiary) or
convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless:

(1) the Person formed by such consolidation or into which the
Subsidiary Guarantor is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Subsidiary
Guarantor substantially as an entirety shall be a corporation, partnership or
trust, shall be organized and existing under the laws of the United States of
America, any State thereof or the District of Columbia and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of
all obligations of such Subsidiary Guarantor under its Subsidiary Guarantee
and this Indenture and the performance of every covenant of this Indenture on
the part of the Subsidiary Guarantor to be performed or observed;

(2) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture
comply with this Article and that all conditions precedent herein provided
for relating to such transaction have been complied with.

SECTION 8.02. SUCCESSOR PERSON SUBSTITUTED.

(a) Upon any consolidation by the Company with or merger by the Company
into any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 8.01, the successor Person formed by such consolidation or merger or
to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, except in the case of such
lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.

(b) Upon any consolidation by a Subsidiary Guarantor with or merger by
such Subsidiary Guarantor into any other Person or any conveyance, transfer,
or lease of the properties and assets of such Subsidiary Guarantor
substantially as an entirety in accordance with Section 8.01, the successor
Person formed by such consolidation or merger or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, such Subsidiary Guarantor under this
Indenture with the same effect as if such successor Person had been named as
a Subsidiary Guarantor herein, and thereafter, except in the case of a lease,
the predecessor Person shall be relieved of all obligations and covenants
under this Indenture and its Subsidiary Guarantee.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

Without the consent of any Holders, the Company and the Subsidiary
Guarantors, when authorized by their respective Board Resolutions, and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any
of the following purposes:

(1) to evidence the succession of another Person to the Company or
any Subsidiary Guarantor and the assumption by any such successor of the
covenants of the Company or any Subsidiary Guarantor herein and in the
Securities or Subsidiary Guarantees, as the case may be; or

(2) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be
for the benefit of less than all series of Securities, stating that such
covenants are expressly being included solely for the benefit of such series)
to convey, transfer, assign, mortgage or pledge any property to or with the
Trustee or otherwise secure any series of the Securities or to surrender any
right or power herein conferred upon the Company; or

(3) to add any additional Events of Default with respect to all or
any series of the Securities (and, if such Event of Default is applicable to
less than all series of Securities, specifying the series to which such Event
of Default is applicable); or

(4) to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become
effective only when there is no Security Outstanding of any series created
prior to the execution of such supplemental indenture which is adversely
affected by such change in or elimination of such provision; or

(5) to secure the Securities; or

(6) to supplement any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Section 4.01; provided,
however, that any such action shall not adversely affect the interest of the
Holders of Securities of such series or any other series of Securities in any
material respect; or

(7) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 3.01; or

(8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or
more series and to 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, pursuant to the requirements of
Section 6.11(b);

(9) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions
arising under this Indenture, provided such other provisions as may be made
shall not adversely affect the interests of the Holders of Securities of any
series in any material respect; or

(10) to add new Subsidiary Guarantors.

SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

With the consent of the Holders of a majority in principal amount of the
Outstanding Securities of all series affected by such supplemental indenture
(acting as one class), by Act of said Holders delivered to the Company, the
Subsidiary Guarantors and the Trustee, the Company and the Subsidiary
Guarantors, when authorized by their respective Board Resolutions, and the
Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the
rights of the Holders of Securities of such series under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby,

(1) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon, any Additional
Amounts with respect thereto or any premium payable upon the redemption
thereof, or change any obligation of the Company to pay Additional Amounts
(except as contemplated by Section 8.01(a)(1) and permitted by Section 9.01(1)),
or reduce the amount of the principal of an Original Issue Discount Security
that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 5.02, or change any Place of Payment
where, or the coin or currency or currencies (including composite currencies)
in which, any Security or any premium or any interest thereon or Additional
Amounts with respect thereto is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date), or
modify the provisions of this Indenture with respect to the subordination of
any Security or the Subsidiary Guarantees in a manner adverse to the holder
thereof,

(2) reduce the percentage in principal amount of Outstanding
Securities, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or
(3) modify any of the provisions of this Section 9.02, Section 5.13 or
Section 10.06, except to increase any such percentage or to provide with
respect to any particular series the right to condition the effectiveness of
any supplemental indenture as to that series on the consent of the Holders of
a specified percentage of the aggregate principal amount of Outstanding
Securities of such series (which provision may be made pursuant to Section
3.01 without the consent of any Holder) or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby, provided,
however, that this clause shall

not be deemed to require the consent of any Holder with respect to changes in
the references to "the Trustee" and concomitant changes in this Section 9.02
and Section 10.06, or the deletion of this proviso, in accordance with the
requirements of Section 6.11 (b) and Section 9.01(7).

A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely
for the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with respect
to such covenant or other provision, shall be deemed not to affect the rights
under this Indenture of the Holders of Securities of any other series.

It shall not be necessary for any Act of Holders under this Section 9.02
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

SECTION 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES.

In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 6.01) 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, immunities or liabilities under
this Indenture or otherwise.

SECTION 9.04. EFFECT OF SUPPLEMENTAL INDENTURES.

Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.

SECTION 9.05. CONFORMITY WITH TRUST INDENTURE ACT.

Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 9.06. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company
shall so determine, new Securities of any series so modified as to conform,
in the opinion of the Trustee and the Company, to any such supplemental
indenture may be prepared and executed by the Company, and, if applicable,
the Subsidiary Guarantees may be endorsed thereon, and such

new Securities may be authenticated and delivered by the Trustee in exchange
for Outstanding Securities of such series.

ARTICLE TEN

COVENANTS

SECTION 10.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of, premium (if
any) and interest on and any Additional Amounts with respect to the
Securities of that series in accordance with the terms of the Securities and
this Indenture.

SECTION 10.02. MAINTENANCE OF OFFICE OR AGENCY.

The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company or any Subsidiary Guarantor in respect of the
Securities of that series or any Subsidiary Guarantee and this Indenture may
be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at
any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to
time rescind such designations; provided, however, that no such designation
or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in each Place of Payment for Securities of any
series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.

SECTION 10.03. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

If the Company or any Subsidiary Guarantor shall at any time act as its
own Paying Agent with respect to any series of Securities, it will, on or
before each due date of the principal of, premium (if any) or interest on or
any Additional Amounts with respect to any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal, premium (if any) or interest or any
Additional Amounts so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and will promptly notify
the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any series
of Securities, the Company will, on or before each due date of the principal
of, premium (if any) or interest on any Securities of that series, deposit
with a Paying Agent a sum sufficient to pay the principal of, premium (if
any) or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its action or failure so to act.

The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the
provisions of this Section 10.03, that such Paying Agent will:

(1) hold all sums held by it for the payment of the principal of,
premium (if any) or interest on or any Additional Amounts with respect to
Securities of that series in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed
of as herein provided;

(2) give the Trustee notice of any default by the Company or any
of the Subsidiary Guarantors (or any other obligor upon the Securities of
that series) in the making of any payment of principal of, premium (if any)
or interest on or any Additional Amounts with respect to the Securities of
that series; and

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

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

Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium (if
any) or interest on or any Additional Amounts with respect to any Security of
any series and remaining unclaimed for three years after such principal of,
premium (if any) or interest on or any Additional Amounts with respect to any
Securities have become due and payable shall, unless otherwise required by
mandatory provisions of applicable escheat, or abandoned or unclaimed
property law, be paid to the Company on Company Request, or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such Paying Agent, before being required to make any such repayment, may
at the expense of the Company cause to be published once, in an Authorized
Newspaper in The Borough of Manhattan, The City of New York and in such other
Authorized Newspapers as the Trustee shall deem appropriate, notice that such
money remains unclaimed and that, after a date

specified herein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will, unless
otherwise required by mandatory provisions of applicable escheat, or
abandoned or unclaimed property law, be repaid to the Company.

SECTION 10.04. EXISTENCE.

Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and the corporate existence of each Subsidiary Guarantor that is a
Significant Subsidiary.

SECTION 10.05. STATEMENT BY OFFICERS AS TO DEFAULT.

The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof so long as
any Security is outstanding hereunder, an Officers' Certificate, complying
with Section 314(a)(4) of the Trust Indenture Act and stating that a review
of the activities of the Company during such year and of performance under
this Indenture has been made under the supervision of the signers thereof and
whether or not to the best of their knowledge, based upon such review, the
Company is in default in the performance, observance or fulfillment of any of
its covenants and other obligations under this Indenture, and if the Company
shall be in default, specifying each such default known to them and the
nature and status thereof. One of the officers signing the Officers'
Certificate delivered pursuant to this Section 10.05 shall be the principal
executive, financial or accounting officer of the Company.

For purposes of this Section 10.05, such compliance shall be determined
without regard to any period of grace or requirement of notice provided under
this Indenture.

SECTION 10.06. WAIVER OF CERTAIN COVENANTS.

The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 10.01 through 10.05, inclusive,
or any covenant added for the benefit of any series of Securities as
contemplated by Section 3.01 (unless otherwise specified pursuant to Section
3.01) if before or after the time for such compliance the Holders of a
majority in principal amount of the Outstanding Securities of all series
affected by such omission (acting as one class) shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend
to or affect such covenant or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such covenant or
condition shall remain in full force and effect.

SECTION 10.07. ADDITIONAL AMOUNTS.

If the Securities of a series expressly provide for the payment of
Additional Amounts, the Company will pay to the Holder of any Security of
such series Additional Amounts as expressly provided therein. Whenever in
this Indenture there is mentioned, in any context, the payment of the

principal of, or premium (if any) or interest on any Security of any series
or the net proceeds received from the sale or exchange of any Security of any
series, such mention shall be deemed to include mention of the payment of
Additional Amounts provided for in this Section 10.07 to the extent that, in
such context, Additional Amounts are, were or would be payable in respect
thereof pursuant to the provisions of this Section 10.07 and express mention
of the payment of Additional Amounts (if applicable) in any provisions hereof
shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made.

If the Securities of a series provide for the payment of Additional
Amounts, at least 10 days prior to the first Interest Payment Date with
respect to that series of Securities (or if the Securities of that series
will not bear interest prior to Maturity, the first day on which a payment of
principal and any premium is made), and at least 10 days prior to each date
of payment of principal and any premium or interest if there has been any
change with respect to the matters set forth in the below-mentioned Officers'
Certificate, the Company shall furnish the Trustee and the Company's
principal Paying Agent or Paying Agents, if other than the Trustee, with an
Officers' Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of principal of and any premium or interest on
the Securities of that series shall be made to Holders of Securities of that
series who are United States Aliens without withholding for or on account of
any tax, assessment or other governmental charge described in the Securities
of that series. If any such withholding shall be required, then such
Officers' Certificate shall specify by country the amount, if any, required
to be withheld on such payments to such Holders of Securities and the Company
will pay to such Paying Agent the Additional Amounts required by this Section
10.07. The Company covenants to indemnify the Trustee and any Paying Agent
for, and to hold them harmless against any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out
of or in connection with actions taken or omitted by any of them in reliance
on any Officers' Certificate furnished pursuant to this Section 10.07.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 11.01. APPLICABILITY OF ARTICLE.

Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.01 for Securities of any
series) in accordance with this Article.

SECTION 11.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

Unless otherwise provided with respect to the Securities of a series as
contemplated by Section 3.01, the election of the Company to redeem any
Securities shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company of less than all the Securities of
any series, the Company shall, within a reasonable period prior to the
Redemption Date fixed by the Company, notify the Trustee of such Redemption
Date and of the principal amount of Securities of such series to be redeemed.
In the case of any redemption of Securities prior to the expiration of

any restriction on such redemption provided in the terms of such Securities
or elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

SECTION 11.03. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities
of such series not previously called for redemption, by such method as the
Trustee shall deem fair and appropriate and that may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof)
of the principal amount of Securities of such series of a denomination larger
than the minimum authorized denomination for Securities of that series or of
the principal amount of global Securities of such series.

The Trustee shall promptly notify the Company and the Security Registrar
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.

For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall
relate, in the case of any Securities redeemed or to be redeemed only in
part, to the portion of the principal amount of such Securities which has
been or is to be redeemed.

SECTION 11.04. NOTICE OF REDEMPTION.

Notice of redemption shall be given in the manner provided in Section
1.07 to each Holder of Securities to be redeemed not less than 30 nor more
than 60 days prior to the Redemption Date.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price,

(3) if less than all the Outstanding Securities of any 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) that on the Redemption Date the Redemption Price will become due
and payable upon each such Security to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date,

(5) the place or places where such Securities are to be surrendered for
payment of the Redemption Price,

(6) that the redemption is for a sinking fund, if such is the case, and

(7) the "CUSIP" number, if applicable.

A notice of redemption as contemplated by Section 1.07 need not identify
particular Securities to be redeemed. Notice of redemption of Securities to
be redeemed at the election of the Company shall be given by the Company or,
at the Company's request, by the Trustee in the name and at the expense of
the Company.

SECTION 11.05. DEPOSIT OF REDEMPTION PRICE.

On or before 10:00 a.m., New York City time, on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.03) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, and any Additional Amounts with respect
to, all the Securities which are to be redeemed on that date.

SECTION 11.06. SECURITIES PAYABLE ON REDEMPTION DATE.

Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest (and any Additional Amounts) to the Redemption Date; provided,
however, that installments of interest whose Stated Maturity is on or prior
to the Redemption Date shall be payable to the Holders of such Securities, or
one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 3.07.

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal of and premium (if any)
shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security or, in the case of Original Issue
Discount Securities, the Securities' Yield to Maturity.

SECTION 11.07. SECURITIES REDEEMED IN PART.

Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing), and the Company shall
execute (and, if applicable, the Subsidiary Guarantors shall execute the
Subsidiary Guarantee), and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities
of the same series and Stated Maturity, of any authorized denomination as
requested by

such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

Except as otherwise specified as contemplated by Section 3.01, the
Company and any Affiliate of the Company may at any time purchase or
otherwise acquire Securities in the open market or by private agreement. Such
acquisition shall not operate as or be deemed for any purpose to be a
redemption of the indebtedness represented by such Securities. Any Securities
purchased or acquired by the Company may be delivered to the Trustee and,
upon such delivery, the indebtedness represented thereby shall be deemed to
be satisfied. Section 3.09 shall apply to all Securities so delivered.

ARTICLE TWELVE

SINKING FUNDS

SECTION 12.01. APPLICABILITY OF ARTICLE.

The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.01 for Securities of such series.

The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of such minimum amount provided for
by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment". Unless otherwise provided by the terms of
Securities of any series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 12.02. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided
for by the terms of Securities of such series.

SECTION 12.02. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of such series required to be
made pursuant to the terms of such Securities as provided for by the terms of
such series; provided that such Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by
the Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such
sinking payment shall be reduced accordingly.

SECTION 12.03. REDEMPTION OF SECURITIES FOR SINKING FUND.

Not less than 45 days prior (unless a shorter period shall be
satisfactory to the Trustee) to each sinking fund payment date for any series
of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment
for that series pursuant to the terms of that series, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivery of or by crediting Securities of
that series pursuant to Section 12.02 and will also deliver to the Trustee
any Securities to be so delivered. Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in
Section 11.03 and cause notice of the redemption thereof to be given in the
name of and at the expense of the Company in the manner provided in Section
11.04. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 11.06 and
11.07.

ARTICLE THIRTEEN

SUBORDINATION OF SECURITIES

SECTION 13.01. APPLICABILITY OF ARTICLE.

Unless otherwise provided with respect to the Securities of any series
in or pursuant to the Board Resolution or supplemental indenture establishing
such series of Securities pursuant to Section 3.01, the provisions of this
Article shall be applicable to each series of Securities.

SECTION 13.02. SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS.

The Company covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article (subject to the provisions
of Article Four and Article Sixteen), the payment of the principal of (and
premium, if any) and interest on each and all of the Securities of such
series are hereby expressly made subordinate and subject in right of payment
to the prior payment in full of all Senior Indebtedness of the Company.

No provisions of this Article Thirteen shall prevent the occurrence of
any Event of Default.

SECTION 13.03. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

become due on or in respect of all Senior Indebtedness of the Company, or
provision shall be made for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Indebtedness of
the Company, before the Holders of the Securities are entitled to receive any
payment or distribution of any kind or character, whether in cash, property
or securities (including any payment or distribution which may be payable or
deliverable by reason of the payment of any other Indebtedness of the Company
subordinated to the payment of the Securities, such payment or distribution
being hereinafter referred to as a "Junior Subordinated Payment"), on account
of principal of (or premium, if any) or interest on the Securities or on
account of any purchase or other acquisition of Securities by the Company or
any Subsidiary of the Company (all such payments, distributions, purchases
and acquisitions, other than the payment or distribution of stock or
securities of the Company referred to in the second succeeding paragraph,
herein referred to, individually and collectively, as a "Securities
Payment"), and to that end the holders of Senior Indebtedness of the Company
shall be entitled to receive, for application to the payment thereof, any
Securities Payment which may be payable or deliverable in respect of the
Securities in any such Proceeding.

In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
Securities Payment before all Senior Indebtedness of the Company is paid in
full or payment thereof provided for in cash or cash equivalents or otherwise
in a manner satisfactory to the holders of Senior Indebtedness of the
Company, and if such fact shall, at or prior to the time of such Securities
Payment, have been made known to the Trustee or, as the case may be, such
Holder, then and in such event such Securities Payment shall be paid over or
delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or
distribution of assets of the Company for application to the payment of all
Senior Indebtedness of the Company remaining unpaid, to the extent necessary
to pay all Senior Indebtedness of the Company in full, after giving effect to
any concurrent payment or distribution to or for the holders of Senior
Indebtedness of the Company.

For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or
securities" shall not be deemed to include a payment or distribution of stock
or securities of the Company provided for by a plan of reorganization or
readjustment authorized by an order or decree of a court of competent
jurisdiction in a reorganization proceeding under any applicable bankruptcy
law or of any other corporation provided for by such plan of reorganization
or readjustment which stock or securities are subordinated in right of
payment to all then outstanding Senior Indebtedness of the Company to
substantially the same extent as the Securities are so subordinated as
provided in this Article. The consolidation of the Company with, or the
merger of the Company into, another Person or the liquidation or dissolution
of the Company following the conveyance or transfer of all or substantially
all of its properties and assets as an entirety to another Person upon the
terms and conditions set forth in Article Eight shall not be deemed a
Proceeding for the purposes of this Section if the Person formed by such
consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer such properties and assets as an entirety,
as the case may be, shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions set forth in Article Eight.

SECTION 13.04. NO PAYMENT WHEN SENIOR INDEBTEDNESS OF THE COMPANY IN
DEFAULT.

In the event that any Senior Payment Default (as defined below) shall
have occurred and be continuing, then no Securities Payment shall be made
unless and until such Senior Payment Default shall have been cured or waived
or shall have ceased to exist or all amounts then due and payable in respect
of Senior Indebtedness of the Company shall have been paid in full, or
provision shall have been made for such payment in cash or cash equivalents
or otherwise in a manner satisfactory to the holders of Senior Indebtedness
of the Company; provided, however, that nothing in this Section shall prevent
the satisfaction of any sinking fund payment in accordance with Article
Twelve by delivering and crediting pursuant to Section 12.02 Securities which
have been acquired (upon redemption or otherwise) prior to such Senior
Payment Default. "Senior Payment Default" means any default in the payment
of principal of (or premium, if any) or interest on any Senior Indebtedness
of the Company when due, whether at the Stated Maturity of any such payment
or by declaration of acceleration, call for redemption or otherwise.

In the event that any Senior Nonmonetary Default (as defined below)
shall have occurred and be continuing, then, upon the receipt by the Company,
the Subsidiary Guarantors and the Trustee of written notice of such Senior
Nonmonetary Default from the agent for the designated Senior Indebtedness
which is the subject of such Senior Nonmonetary Default, no Securities
Payment shall be made during the period (the "Payment Blockage Period")
commencing on the date of such receipt of such written notice and ending on
the earlier of (i) the date on which such Senior Nonmonetary Default shall
have been cured or waived or shall have ceased to exist or all Designated
Senior Indebtedness the which is subject of such Senior Nonmonetary Default
shall have been discharged; (ii) the 179th day after the date of such receipt
of such written notice; or (iii) the date on which the Payment Blockage
Period shall have been terminated by written notice to the Company, any
Subsidiary Guarantor or the Trustee from the agent for the designated Senior
Indebtedness initiating the Payment Blockage Period; provided, however, that
nothing in this Section shall prevent the satisfaction of any sinking fund
payment in accordance with Article Twelve by delivering and crediting
pursuant to Section 12.02 Securities which have been acquired (upon
redemption or otherwise) prior to the date of such receipt of such written
notice. No more than one Payment Blockage Period may be commenced with
respect to the Securities during any 360-day period and there shall be a
period of at least 181 consecutive days in each 360-day period when no
Payment Blockage Period is in effect. For all purposes of this paragraph, no
Senior Payment Default or Senior Nonmonetary Default that existed or was
continuing on the date of commencement of any Payment Blockage Period shall
be, or be made, the basis for the commencement of a subsequent Payment
Blockage Period, whether or not within a period of 360 consecutive days,
unless such Senior Payment Default or Senior Nonmonetary Default shall have
been cured for a period of not less than 90 consecutive days.

"Senior Nonmonetary Default" means the occurrence or existence and
continuance of any event of default with respect to any Designated Senior
Indebtedness, other than a Senior Payment Default, permitting the holders of
such Designated Senior Indebtedness (or a trustee or agent on

behalf of the holders thereof) to declare such Designated Senior Indebtedness
due and payable prior to the date on which it would otherwise become due and
payable.

In the event that, notwithstanding the foregoing, the Company shall make
any Securities Payment to the Trustee or any Holder prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to
the time of such Securities Payment, have been made known to the Trustee or,
as the case may be, such Holder, then and in such event such Securities
Payment shall be paid over and delivered forthwith to the Company.

The provisions of this Section shall not apply to any Securities Payment
with respect to which Section 13.03 would be applicable.

SECTION 13.05. PAYMENT PERMITTED IF NO DEFAULT.

Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Company, at any time except
during the pendency of any Proceeding referred to in Section 13.03 or under
the conditions described in Section 13.04, from making Securities Payments,
or (b) the application by the Trustee of any money deposited with it
hereunder to Securities Payments or the retention of such Securities Payment
by the Holders, if, at the time of such application by the Trustee, it did
not have knowledge that such Securities Payment would have been prohibited by
the provisions of this Article.

SECTION 13.06. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS
OF THE COMPANY.

Subject to the payment in full of all amounts due or to become due on or
in respect of Senior Indebtedness of the Company, or the provision for such
payment in cash or cash equivalents or otherwise in a manner satisfactory to
the holders of Senior Indebtedness of the Company, the Holders of the
Securities shall be subrogated to the rights of the holders of such Senior
Indebtedness of the Company to receive payments and distributions of cash,
property and securities applicable to the Senior Indebtedness of the Company
until the principal of (and premium, if any) and interest on the Securities
shall be paid in full. For purposes of such subrogation, no payments or
distributions to the holders of the Senior Indebtedness of the Company of any
cash, property or securities to which the Holders of the Securities or the
Trustee would be entitled except for the provisions of this Article, and no
payments over pursuant to the provisions of this Article to the holders of
Senior Indebtedness of the Company by Holders of the Securities or the
Trustee, shall, as among the Company, its creditors other than holders of
Senior Indebtedness of the Company and the Holders of the Securities, be
deemed to be a payment or distribution by the Company to or on account of the
Senior Indebtedness of the Company.

SECTION 13.07. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders on the one hand and
the holders of Senior Indebtedness of the Company on the other hand. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities
is

intended to or shall (a) impair, as among the Company, its creditors other
than holders of Senior Indebtedness of the Company and the Holders of the
Securities, the obligation of the Company, which is absolute and
unconditional (and which, subject to the rights under this Article of the
holders of Senior Indebtedness of the Company, is intended to rank equally
with all other general obligations of the Company), to pay to the Holders of
the Securities the principal of (and premium, if any) and interest on the
Securities as and when the same shall become due and payable in accordance
with their terms; or (b) affect the relative rights against the Company of
the Holders of the Securities and creditors of the Company other than the
holders of Senior Indebtedness of the Company; or (c) prevent the Trustee or
the Holder of any Security from exercising all remedies otherwise permitted
by applicable law upon default under this Indenture, subject to the rights,
if any, under this Article of the holders of Senior Indebtedness of the
Company to receive cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder.

SECTION 13.08. TRUSTEE TO EFFECTUATE SUBORDINATION.

Each Holder of a Security by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes.

SECTION 13.09. NO WAIVER OF SUBORDINATION PROVISIONS.

No right of any present or future holder of any Senior Indebtedness of
the Company to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof any such
holder may have or be otherwise charged with.

Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness of the Company may, at any time and from
time to time, without the consent of or notice to the Trustee or the Holders
of the Securities, without incurring responsibility to the Holders of the
Securities and without impairing or releasing the subordination provided in
this Article or the obligations hereunder of the Holders of the Securities to
the holders of Senior Indebtedness of the Company, do any one or more of the
following: (i) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, Senior Indebtedness of the Company, or
otherwise amend or supplement in any manner Senior Indebtedness of the
Company or any instrument evidencing the same or any agreement under which
Senior Indebtedness of the Company is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Indebtedness of the Company; (iii) release any Person liable
in any manner for the collection of Senior Indebtedness of the Company; and
(iv) exercise or refrain from exercising any rights against the Company and
any other Person.

SECTION 13.10. NOTICE TO TRUSTEE.

The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by
the Trustee in respect of the Securities. Notwithstanding the provisions of
this Article or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts which would prohibit
the making of any payment to or by the Trustee in respect of the Securities,
unless and until the Trustee shall have received written notice thereof from
the Company or a holder of Senior Indebtedness of the Company or from any
trustee therefor; and, prior to the receipt of any such written notice, the
Trustee, subject to the provisions of Section 6.01, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section at
least three Business Days prior to the date upon which by the terms hereof
any money may become payable for any purpose (including, without limitation,
the payment of the principal of (and premium, if any) or interest on any
Security), then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such money and to
apply the same to the purpose for which such money was received and shall not
be affected by any notice to the contrary which may be received by it within
three Business Days prior to such date.

Subject to the provisions of Section 6.01, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself to be a holder of Senior Indebtedness of the Company (or a trustee
therefor) to establish that such notice has been given by a holder of Senior
Indebtedness of the Company (or a trustee therefor). In the event that the
Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of Senior Indebtedness of the
Company to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness of the Company held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any
other facts pertinent to the rights of such Person under this Article, and if
such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to
receive such payment.

SECTION 13.11. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT.

Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Section 6.01, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other
Person making such payment or distribution, delivered to the Trustee or to
the Holders of Securities, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of the
Senior Indebtedness of the Company and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article.

SECTION 13.12. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS
OF THE COMPANY.

The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Indebtedness of the Company and shall not be liable to any such
holders if it shall in good faith mistakenly pay over or distribute to
Holders of Securities or to the Company, a Subsidiary Guarantor or to any
other Person cash, property or securities to which any holders of Senior
Indebtedness of the Company shall be entitled by virtue of this Article or
otherwise.

SECTION 13.13. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS OF
THE COMPANY; PRESERVATION OF TRUSTEE'S RIGHTS.

The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Indebtedness of
the Company which may at any time be held by it, to the same extent as any
other holder of Senior Indebtedness of the Company, and nothing in this
Indenture shall deprive the Trustee of any of its rights as such holder.

Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.07.

SECTION 13.14. ARTICLE APPLICABLE TO PAYING AGENTS.

In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article in addition to or in place of the
Trustee; provided, however, that Section 12.13 shall not apply to the
Company, any Subsidiary Guarantor or any Affiliate of the Company if it or
such Subsidiary Guarantor or Affiliate acts as Paying Agent.

SECTION 13.15. DEFEASANCE OF THIS ARTICLE THIRTEEN.

The subordination of the Securities of a series provided by this Article
Thirteen is expressly made subject to the provisions for defeasance or
covenant defeasance in Article Sixteen hereof and, anything herein to the
contrary notwithstanding, upon the effectiveness of any such defeasance or
covenant defeasance, the Securities of such series then outstanding shall
thereupon cease to be subordinated pursuant to this Article Thirteen.

ARTICLE FOURTEEN

SUBSIDIARY GUARANTEE

SECTION 14.01. APPLICABILITY OF ARTICLE.

Unless the Company elects to issue any series of Securities without the
benefit of the Subsidiary Guarantees, which election shall be evidenced in or
pursuant to the Board Resolution or supplemental indenture establishing such
series of Securities pursuant to Section 3.01, the provisions of this Article
shall be applicable to each series of Securities except as otherwise
specified in or pursuant to the Board Resolution or supplemental indenture
establishing such series pursuant to Section 3.01.

SECTION 14.02. SUBSIDIARY GUARANTEE.

Subject to Section 14.01, each Subsidiary Guarantor hereby, jointly and
severally, fully and unconditionally guarantees to each Holder of a Security
authenticated and delivered by the Trustee, the due and punctual payment of
the principal of (and premium, if any) and interest on such Security when and
as the same shall become due and payable, whether at the Stated Maturity, by
acceleration, call for redemption, offer to purchase or otherwise, in
accordance with the terms of such Security and of this Indenture, and each
Subsidiary Guarantor similarly guarantees to the Trustee the payment of all
amounts owing to the Trustee in accordance with the terms of this Indenture.
In case of the failure of the Company punctually to make any such payment,
each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such
payment to be made punctually when and as the same shall become due and
payable, whether at the Stated Maturity or by acceleration, call for
redemption, offer to purchase or otherwise, and as if such payment were made
by the Company.

Each of the Subsidiary Guarantors hereby jointly and severally agrees
that its obligations hereunder shall be absolute, unconditional, irrespective
of, and shall be unaffected by, the validity, regularity or enforceability of
such Security or this Indenture, the absence of any action to enforce the
same or any release, amendment, waiver or indulgence granted to the Company
or any guarantor or any consent to departure from any requirement of any
other guarantee of all or any of the Securities of such series or any other
circumstances which might otherwise constitute a legal or equitable discharge
or defense of a surety or guarantor; provided, however, that, notwithstanding
the foregoing, no such release, amendment, waiver or indulgence shall,
without the consent of such Subsidiary Guarantor, increase the principal
amount of such Security, or increase the interest rate thereon, or alter the
Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the
benefits of diligence, presentment, demand for payment, any requirement that
the Trustee or any of the Holders protect, secure, perfect or insure any
security interest in or other lien on any property subject thereto or exhaust
any right or take any action against the Company or any other Person or any
collateral, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against
the Company, protest or notice with respect to such Security or the
indebtedness evidenced thereby and all demands whatsoever, and covenants

that this Subsidiary Guarantee will not be discharged in respect of such
Security except by complete performance of the obligations contained in such
Security and in such Subsidiary Guarantee. Each Subsidiary Guarantor agrees
that if, after the occurrence and during the continuance of an Event of
Default, the Trustee or any of the Holders are prevented by applicable law
from exercising their respective rights to accelerate the maturity of the
Securities of a series, to collect interest on the Securities of a series, or
to enforce or exercise any other right or remedy with respect to the
Securities of a series, such Subsidiary Guarantor agrees to pay to the
Trustee for the account of the Holders, upon demand therefor, the amount that
would otherwise have been due and payable had such rights and remedies been
permitted to be exercised by the Trustee or any of the Holders.

The indebtedness of each Subsidiary Guarantor evidenced by the
Subsidiary Guarantees is, to the extent provided in this Indenture,
subordinate and subject in right of payment to the prior payment in full of
all Senior Indebtedness of each Subsidiary Guarantor, and the Subsidiary
Guarantees are issued subject to the provisions of this Indenture with
respect thereto. Each Holder of such Security, by accepting the same, will be
deemed to have (a) agreed to and be bound by such provisions, (b) authorized
and directed the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appointed the Trustee his attorney-in-fact for any and all such purposes.

Each Subsidiary Guarantor shall be subrogated to all rights of the
Holders of the Securities upon which its Guarantee is endorsed against the
Company in respect of any amounts paid by such Subsidiary Guarantor on
account of such Security pursuant to the provisions of its Subsidiary
Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor
shall be entitled to enforce or to receive any payments arising out of, or
based upon, such right of subrogation until the principal of (and premium, if
any) and interest on all Securities of the relevant series issued hereunder
shall have been paid in full.

Each Subsidiary Guarantor that makes or is required to make any payment
in respect of its Subsidiary Guarantee shall be entitled to seek contribution
from the other Subsidiary Guarantors to the extent permitted by applicable
law; provided, however, that no Subsidiary Guarantor shall be entitled to
enforce or receive any payments arising out of, or based upon, such right of
contribution until the principal of (and premium, if any) and interest on all
Securities of the relevant series issued hereunder shall have been paid in
full.

Each Subsidiary Guarantee shall remain in full force and effect and
continue to be effective should any petition be filed by or against the
Company for liquidation or reorganization, should the Company become
insolvent or make an assignment for the benefit of creditors or should a
receiver or trustee be appointed for all or any part of the Company's assets,
and shall, to the fullest extent permitted by law, continue to be effective
or be reinstated, as the case may be, if at any time payment and performance
of the Securities of a series, is, pursuant to applicable law, rescinded or
reduced in amount, or must otherwise be restored or returned by any Holder of
the Securities, whether as a "voidable preference," "fraudulent transfer," or
otherwise, all as though such payment or performance had not been made. In
the event that any payment, or any part thereof, is rescinded, reduced,
restored or returned, the Securities shall, to the fullest extent permitted
by law, be

reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.

SECTION 14.03. EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES.

The Subsidiary Guarantees to be endorsed on the Securities shall include
the terms of the Subsidiary Guarantee set forth in Section 14.02 and any
other terms that may be set forth in the form established pursuant to Section
2.04. Subject to Section 14.01, each of the Subsidiary Guarantors hereby
agrees to execute its Subsidiary Guarantee, in a form established pursuant to
Section 2.01, to be endorsed on each Security authenticated and delivered by
the Trustee.

The Subsidiary Guarantee shall be executed on behalf of each respective
Subsidiary Guarantor by any two of such Subsidiary Guarantor's Chairman of
the Board, Vice Chairman of the Board, Chief Executive Officer, President,
one of its Vice Presidents, or its Secretary. The signature of any or all of
these persons on the Subsidiary Guarantee may be manual or facsimile.

A Subsidiary Guarantee bearing the manual or facsimile signature of
individuals who were at any time the proper officers of a Subsidiary
Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of the Security on which such Subsidiary
Guarantee is endorsed or did not hold such offices at the date of such
Subsidiary Guarantee.

The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee
endorsed thereon on behalf of the Subsidiary Guarantors and shall bind each
Subsidiary Guarantor notwithstanding the fact that Subsidiary Guarantee does
not bear the signature of such Subsidiary Guarantor. Each of the Subsidiary
Guarantors hereby jointly and severally agrees that its Subsidiary Guarantee
set forth in Section 14.02 and in the form of Subsidiary Guarantee
established pursuant to Section 2.01 shall remain in full force and effect
notwithstanding any failure to endorse a Subsidiary Guarantee on any Security.

SECTION 14.04. RELEASE OF SUBSIDIARY GUARANTORS.

Unless otherwise specified pursuant to Section 3.01 with respect to a
series of Securities, each Subsidiary Guarantee will remain in effect with
respect to the respective Subsidiary Guarantor until the entire principal of,
premium, if any, and interest on the Securities to which such Subsidiary
Guarantee relates shall have been paid in full or otherwise discharged in
accordance with the provisions of such Securities and this Indenture and all
amounts owing to the Trustee hereunder have been paid; provided, however,
that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance
with the applicable provisions of this Indenture, (ii) the Securities are
defeased and discharged pursuant to Section 16.02 or (iii) all or
substantially all of the assets of such Subsidiary Guarantor or all of the
Capital Stock of such Subsidiary Guarantor are sold (including by issuance,
merger, consolidation or otherwise) by the Company or any Subsidiary in a
transaction complying with the requirements of this Indenture, then, in each
case of (i), (ii) or (iii), upon delivery by the Company of an Officers'
Certificate and an Opinion of Counsel stating that all conditions precedent
herein provided for relating to the release of such Subsidiary Guarantor from
its obligations under

its Subsidiary Guarantee and this Article Fourteen have been complied with,
such Subsidiary Guarantor or the Person acquiring such assets (in the event
of a sale or other disposition of all or substantially all of the assets or
Capital Stock of such Subsidiary Guarantor) shall be released and discharged
of its obligations under its Subsidiary Guarantee and under this Article
Fourteen without any action on the part of the Trustee or any Holder, and
the Trustee shall execute any documents reasonably required in order to
acknowledge the release of such Subsidiary Guarantor from its obligations
under its Subsidiary Guarantee endorsed on the Securities of a series and
under this Article Fourteen.

SECTION 14.05. ADDITIONAL SUBSIDIARY GUARANTORS.

Unless otherwise specified pursuant to Section 3.01 with respect to a
series of Securities, the Company will cause any Subsidiary of the Company
that becomes a Subsidiary after the date the Securities of a series are first
issued hereunder to become a Subsidiary Guarantor as soon as practicable
after such Subsidiary becomes a Subsidiary. The Company shall cause any such
Subsidiary to become a Subsidiary Guarantor with respect to the Securities by
executing and delivering to the Trustee (a) a supplemental indenture, in form
and substance satisfactory to the Trustee, which subjects such Person to the
provisions (including the representations and warranties) of this Indenture
as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that
such supplemental indenture has been duly authorized and executed by such
Person and such supplemental indenture and such Person's obligations under
its Subsidiary Guarantee and this Indenture constitute the legal, valid,
binding and enforceable obligations of such Person (subject to such customary
exceptions concerning creditors' rights and equitable principles as may be
acceptable to the Trustee in its discretion).

ARTICLE FIFTEEN

SUBORDINATION OF SUBSIDIARY GUARANTEES

SECTION 15.01. APPLICABILITY OF ARTICLE.

SECTION 15.02. SUBSIDIARY GUARANTEES SUBORDINATE TO SENIOR
INDEBTEDNESS OF SUBORDINATE GUARANTORS.

Each Subsidiary Guarantor covenants and agrees, and each Holder of a
Security, by his acceptance thereof, likewise covenants and agrees, that, to
the extent and in the manner hereinafter set forth in this Article (subject
to the provisions of Article Four and Article Sixteen), the Subsidiary
Guarantee of such Subsidiary Guarantor is hereby expressly made subordinate
and subject in right of payment to the prior payment in full of all Senior
Indebtedness of such Subsidiary Guarantor.

No provisions of this Article Fifteen shall prevent the occurrence of
any Event of Default.

SECTION 15.03. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to any Subsidiary Guarantor or
to its creditors, as such, or to its assets, or (b) any liquidation,
dissolution or other winding up of any Subsidiary Guarantor, whether
voluntary or involuntary and whether or not involving insolvency or
bankruptcy, or (c) any assignment for the benefit of creditors or any other
marshalling of assets and liabilities of any Subsidiary Guarantor, then and
in any such event specified in (a), (b) or (c) above (each such event, if
any, herein sometimes referred to as a "Guarantor Proceeding") the holders of
Senior Indebtedness of such Subsidiary Guarantor shall be entitled to receive
payment in full of all amounts due or to become due on or in respect of all
Senior Indebtedness of such Subsidiary Guarantor, or provision shall be made
for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Indebtedness of such Subsidiary
Guarantor, before the Holders of the Securities are entitled to receive any
payment or distribution of any kind or character, whether in cash, property
or securities (including any payment or distribution which may be payable or
deliverable by reason of the payment of any other of such Subsidiary
Guarantor subordinated to the payment of the Securities, such payment or
distribution being hereinafter referred to as a "Guarantor Junior
Subordinated Payment"), on account of the Subsidiary Guarantee of such
Subsidiary Guarantor (all such payments, other than the payment or
distribution of stock or securities of a Subsidiary Guarantor referred to in
the second succeeding paragraph, herein referred to, individually and
collectively, as a "Guarantee Payment"), and to that end the holders of
Senior Indebtedness of such Subsidiary Guarantor shall be entitled to
receive, for application to the payment thereof, any Guarantee Payment which
may be payable or deliverable in respect of such Subsidiary Guarantor's
Subsidiary Guarantee in any such Guarantor Proceeding.

In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
Guarantee Payment before all Senior Indebtedness of such Subsidiary Guarantor
is paid in full or payment thereof provided for in cash or cash equivalents
or otherwise in a manner satisfactory to the holders of Senior Indebtedness
of such Subsidiary Guarantor, and if such fact shall, at or prior to the time
of such Guarantee Payment, have been made known to the Trustee or, as the
case may be, such Holder, then and in such event such Guarantee Payment shall
be paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person making
payment or distribution of assets of such Subsidiary Guarantor for
application to the payment of all Senior Indebtedness of such Subsidiary
Guarantor remaining unpaid, to the extent necessary to pay all Senior
Indebtedness of such Subsidiary Guarantor in full, after giving effect to any
concurrent payment or distribution to or for the holders of Senior
Indebtedness of such Subsidiary Guarantor.

of payment to all then outstanding Senior Indebtedness of such Subsidiary
Guarantor to substantially the same extent as the Subsidiary Guarantees are
so subordinated as provided in this Article. The consolidation of a
Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into,
another Person or the liquidation or dissolution of such Subsidiary Guarantor
following the conveyance or transfer of all or substantially all of its
properties and assets as an entirety to another Person upon the terms and
conditions set forth in Article Eight shall not be deemed a Guarantor
Proceeding for the purposes of this Section if the Person formed by such
consolidation or into which such Subsidiary Guarantor is merged or the Person
which acquires by conveyance or transfer such properties and assets as an
entirety, as the case may be, shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions set forth in Article Eight.

SECTION 15.04. NO PAYMENT WHEN SENIOR INDEBTEDNESS OF SUCH SUBSIDIARY
GUARANTOR IN DEFAULT.

In the event that any Senior Payment Default shall have occurred and be
continuing, then no Guarantee Payment shall be made unless and until such
Senior Payment Default shall have been cured or waived or shall have ceased
to exist or all amounts then due and payable in respect of the relevant
Senior Indebtedness of the Company shall have been paid in full, or provision
shall have been made for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of such Senior
Indebtedness; provided, that nothing in this Section shall prevent the
satisfaction of any sinking fund payment in accordance with Article Twelve by
delivering and crediting pursuant to Section 12.02 Securities which have been
acquired (upon redemption or otherwise) prior to such Senior Payment Default.

In the event that any Senior Nonmonetary Default shall have occurred and
be continuing, then, upon the receipt by the Company, the Subsidiary
Guarantors and the Trustee of written notice of such Senior Nonmonetary
Default from any holder, or agent for the holders, of any Designated Senior
Indebtedness of the Company, no Guarantee Payment shall be made during the
applicable Payment Blockage Period; provided, however, that nothing in this
Section shall prevent the satisfaction of any sinking fund payment in
accordance with Article Twelve by delivering and crediting pursuant to
Section 12.02 Securities which have been acquired (upon redemption or
otherwise) prior to the date of such receipt of such written notice. No more
than one Payment Blockage Period may be commenced with respect to the
Subsidiary Guarantees during any 360-day period and there shall be a period
of at least 181 consecutive days in each 360-day period when no Payment
Blockage Period is in effect. For all purposes of this paragraph, no Senior
Payment Default or Senior Nonmonetary Default that existed or was continuing
on the date of commencement of any Payment Blockage Period shall be, or be
made, the basis for the commencement of a subsequent Payment Blockage Period,
whether or not within a period of 360 consecutive days, unless such Senior
Payment Default or Senior Nonmonetary Default shall have been cured for a
period of not less than 90 consecutive days.

In the event that, notwithstanding the foregoing, a Subsidiary Guarantor
shall make any Guarantee Payment to the Trustee or any Holder prohibited by
the foregoing provisions of this Section, and if such fact shall, at or prior
to the time of such Guarantee Payment, have been made

known to the Trustee or, as the case may be, such Holder, then and in such
event such Guarantee Payment shall be paid over and delivered forthwith to
the Company.

The provisions of this Section shall not apply to any Guarantee Payment
with respect to which Section 15.03 would be applicable.

SECTION 15.05. PAYMENT PERMITTED IF NO DEFAULT.

Nothing contained in this Article or elsewhere in this Indenture or in
any of the Subsidiary Guarantees shall prevent (a) a Subsidiary Guarantor, at
any time except during the pendency of any Guarantor Proceeding referred to
in Section 15.03 or under the conditions described in Section 15.04, from
making Guarantee Payments, or (b) the application by the Trustee of any money
deposited with it hereunder to Guarantee Payments or the retention of such
Guarantee Payment by the Holders, if, at the time of such application by the
Trustee, it did not have knowledge that such Guarantee Payment would have
been prohibited by the provisions of this Article.

SECTION 15.06. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS
OF SUCH SUBSIDIARY GUARANTOR.

Subject to the payment in full of all amounts due or to become due on or
in respect of Senior Indebtedness of a Subsidiary Guarantor, or the provision
for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Indebtedness of such Subsidiary
Guarantor, the Holders of the Securities shall be subrogated to the rights of
the holders of such Senior Indebtedness of such Subsidiary Guarantor to
receive payments and distributions of cash, property and securities
applicable to the Senior Indebtedness of such Subsidiary Guarantor until the
principal of (and premium, if any) and interest on the Securities shall be
paid in full. For purposes of such subrogation, no payments or distributions
to the holders of the Senior Indebtedness of a Subsidiary Guarantor of any
cash, property or securities to which the Holders of the Securities or the
Trustee would be entitled except for the provisions of this Article, and no
payments over pursuant to the provisions of this Article to the holders of
Senior Indebtedness of a Subsidiary Guarantor by Holders of the Securities or
the Trustee, shall, as among a Subsidiary Guarantor, its creditors other than
holders of Senior Indebtedness of such Subsidiary Guarantor and the Holders
of the Securities, be deemed to be a payment or distribution by such
Subsidiary Guarantor to or on account of the Senior Indebtedness of such
Subsidiary Guarantor.

SECTION 15.07. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders on the one hand and
the holders of Senior Indebtedness of a Subsidiary Guarantor on the other
hand. Nothing contained in this Article or elsewhere in this Indenture or in
the Subsidiary Guarantees is intended to or shall (a) impair, as among a
Subsidiary Guarantor, its creditors other than holders of Senior Indebtedness
of such Subsidiary Guarantor and the Holders of the Securities, the
obligation of such Subsidiary Guarantor, which is absolute and unconditional
(and which, subject to the rights under this Article of the holders of Senior
Indebtedness of such

Subsidiary Guarantor, is intended to rank equally with all other general
obligations of such Subsidiary Guarantor), to guarantee payment to the
Holders of the Securities of the principal of (and premium, if any) and
interest on the Securities as and when the same shall become due and payable
in accordance with their terms; or (b) affect the relative rights against a
Subsidiary Guarantor of the Holders of the Securities and creditors of such
Subsidiary Guarantor other than the holders of Senior Indebtedness of such
Subsidiary Guarantor; or (c) prevent the Trustee or the Holder of any
Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article of the holders of Senior Indebtedness of a Subsidiary Guarantor to
receive cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder.

SECTION 15.08. TRUSTEE TO EFFECTUATE SUBORDINATION.

SECTION 15.09. NO WAIVER OF SUBORDINATION PROVISIONS.

No right of any present or future holder of any Senior Indebtedness of a
Subsidiary Guarantor to enforce subordination as herein provided shall at any
time in any way be prejudiced or impaired by any act or failure to act on the
part of such Subsidiary Guarantor or by any act or failure to act, in good
faith, by any such holder, or by any noncompliance by such Subsidiary
Guarantor with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness of a Subsidiary Guarantor may, at any time
and from time to time, without the consent of or notice to the Trustee or the
Holders of the Securities, without incurring responsibility to the Holders of
the Securities and without impairing or releasing the subordination provided
in this Article or the obligations hereunder of the Holders of the Securities
to the holders of Senior Indebtedness of such Subsidiary Guarantor, do any
one or more of the following: (i) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, Senior
Indebtedness of such Subsidiary Guarantor, or otherwise amend or supplement
in any manner Senior Indebtedness of such Subsidiary Guarantor or any
instrument evidencing the same or any agreement under which Senior
Indebtedness of such Subsidiary Guarantor is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Indebtedness of such Subsidiary Guarantor; (iii)
release any Person liable in any manner for the collection of Senior
Indebtedness of such Subsidiary Guarantor; and (iv) exercise or refrain from
exercising any rights against such Subsidiary Guarantor and any other Person.

SECTION 15.10. NOTICE TO TRUSTEE.

Each Subsidiary Guarantor shall give prompt written notice to the
Trustee of any fact known to such Subsidiary Guarantor which would prohibit
the making of any payment to or by the Trustee in respect of its Subsidiary
Guarantee. Notwithstanding the provisions of this Article or any other
provision of this Indenture, the Trustee shall not be charged with knowledge
of the existence of any facts which would prohibit the making of any payment
to or by the Trustee in respect of the Subsidiary Guarantees, unless and
until the Trustee shall have received written notice thereof from a
Subsidiary Guarantor or a holder of Senior Indebtedness of such Subsidiary
Guarantor or from any trustee therefor; and, prior to the receipt of any such
written notice, the Trustee, subject to the provisions of Section 6.01, shall
be entitled in all respects to assume that no such facts exist; provided,
however, that if the Trustee shall not have received the notice provided for
in this Section at least three Business Days prior to the date upon which by
the terms hereof any money may become payable for any purpose (including,
without limitation, the payment of the principal of (and premium, if any) or
interest on any Security), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive
such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be
received by it within three Business Days prior to such date.

Subject to the provisions of Section 6.01, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself to be a holder of Senior Indebtedness of a Subsidiary Guarantor (or a
trustee therefor) to establish that such notice has been given by a holder of
Senior Indebtedness of such Subsidiary Guarantor (or a trustee therefor). In
the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness of a Subsidiary Guarantor to participate in any payment or
distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the
amount of Senior Indebtedness of such Subsidiary Guarantor held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article, and if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.

SECTION 15.11. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT.

Upon any payment or distribution of assets of a Subsidiary Guarantor
referred to in this Article, the Trustee, subject to the provisions of
Section 6.01, and the Holders of the Securities shall be entitled to rely
upon any order or decree entered by any court of competent jurisdiction in
which such Guarantor Proceeding is pending, or a certificate of the trustee
in bankruptcy, receiver, liquidating trustee, custodian, assignee for the
benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities, for
the purpose of ascertaining the Persons entitled to participate in such
payment or distribution, the holders of the Senior Indebtedness of such
Subsidiary Guarantor and other Indebtedness of such Subsidiary Guarantor, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article.

SECTION 15.12. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS
OF SUCH SUBSIDIARY GUARANTOR.

The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Indebtedness of a Subsidiary Guarantor and shall not be liable to
any such holders if it shall in good faith mistakenly pay over or distribute
to Holders of Securities or to the Company, a Subsidiary Guarantor, or to any
other Person cash, property or securities to which any holders of Senior
Indebtedness of such Subsidiary Guarantor shall be entitled by virtue of this
Article or otherwise.

SECTION 15.13. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS OF
SUCH SUBSIDIARY GUARANTOR; PRESERVATION OF TRUSTEE'S RIGHTS.

The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Indebtedness of a
Subsidiary Guarantor which may at any time be held by it, to the same extent
as any other holder of Senior Indebtedness of such Subsidiary Guarantor, and
nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder.

Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.07.

SECTION 15.14. ARTICLE APPLICABLE TO PAYING AGENTS.

In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article in addition to or in place of the
Trustee; provided, however, that Section 15.13 shall not apply to the
Company, any Subsidiary Guarantor or any Affiliate of the Company if it or
such Subsidiary Guarantor or Affiliate acts as Paying Agent.

SECTION 15.15. DEFEASANCE OF THIS ARTICLE FIFTEEN.

The subordination of the Subsidiary Guarantees provided by this Article
Fifteen is expressly made subject to the provisions for defeasance or
covenant defeasance of a series of Securities in Article Sixteen hereof and,
anything herein to the contrary notwithstanding, upon the effectiveness of
any such defeasance or covenant defeasance with respect to a series of
Securities, the Subsidiary Guarantees of the Securities of such series shall
thereupon cease to be subordinated pursuant to this Article Fifteen.

ARTICLE SIXTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 16.01. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT
DEFEASANCE.

The Company may elect, at its option at any time, to have Section 16.02
or Section 16.03 applied to any Securities or any series of Securities, as
the case may be, designated pursuant to Section 3.01 as being defeasible
pursuant to such Section 16.02 or 16.03, in accordance with any applicable
requirements provided pursuant to Section 3.01 and upon compliance with the
conditions set forth below in this Article. Any such election shall be
evidenced in or pursuant to a Board Resolution or in another manner specified
as contemplated by Section 3.01 for such Securities.

SECTION 16.02. DEFEASANCE AND DISCHARGE.

Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be,
the Company shall be deemed to have been discharged from its obligations,
each Subsidiary Guarantor shall be deemed to have been discharged from its
obligations with respect to its Subsidiary Guarantees of such Securities, and
the provisions of Articles Thirteen and Fifteen shall cease to be effective,
with respect to such Securities and Subsidiary Guarantees as provided in this
Section on and after the date the conditions set forth in Section 16.04 are
satisfied (hereinafter called "Defeasance"). For this purpose, such
Defeasance means that the Company shall be deemed to have paid and discharged
the entire Indebtedness represented by such Securities and to have satisfied
all its other obligations under such Securities and this Indenture insofar as
such Securities are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), subject to
the following which shall survive until otherwise terminated or discharged
hereunder: (1) the rights of Holders of such Securities to receive, solely
from the trust fund described in Section 16.04 and as more fully set forth in
such Section, payments in respect of the principal of and any premium and
interest on such Securities when payments are due, (2) the Company's and each
Subsidiary Guarantor's obligations with respect to such Securities under
Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (4) this Article. Subject
to compliance with this Article, the Company may exercise its option (if any)
to have this Section applied to any Securities notwithstanding the prior
exercise of its option (if any) to have Section 16.03 applied to such
Securities.

SECTION 16.03. COVENANT DEFEASANCE.

Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be,
(1) the Company shall be released from its obligations under any covenants
provided pursuant to Section 3.01(16) (as it relates to Article 10), 9.01(2)
or 9.01(7) for the benefit of the Holders of such Securities, and (2) the
occurrence of any event specified in Sections 5.01(4) (with respect to any of
the covenants provided pursuant to Section 3.01(6), 9.01(2) or 9.01(7)),
5.01(5), 5.01(6), and 5.01(10) shall be deemed not to be or result in an
Event of Default and (3) the provisions of Articles Thirteen and Fifteen
shall cease to be effective, in each case with respect to such Securities and
Subsidiary Guarantees as provided in this Section on and after the date the
conditions set forth in Section 16.04 are satisfied (hereinafter called
"Covenant Defeasance"). For this purpose, such Covenant Defeasance means
that, with respect to such Securities, the Company and the Subsidiary
Guarantors, as applicable, may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any
such specified Section (to the extent so specified in the case of Section
5.01(4)) or Article

Thirteen or Article Fifteen, whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or Article or by reason of any
reference in any such Section or Article to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.

SECTION 16.04. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

The following shall be the conditions to the application of Section
16.02 or Section 16.03 to any Securities or any series of Securities, as the
case may be:

(1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 6.09 and agrees to comply with the
provisions of this Article applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefits of the Holders of such Securities,
(A) money in an amount, or (B) U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of
any payment, money in an amount, or (C) a combination thereof, in each case
sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee, to pay and discharge, and which shall be applied by the Trustee
(or any such other qualifying trustee) to pay and discharge, the principal of
and any premium and interest on such Securities on the respective Stated
Maturities, in accordance with the terms of this Indenture and such
Securities. As used herein, "U.S. Government Obligation" means (x) any
security which is (i) a direct obligation 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) an obligation 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, which, in either
case (i) or (ii), is not callable or redeemable at the option of the issuer
thereof, and (y) any depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S.
Government Obligation which is specified in Clause (x) above and held by such
bank for the account of the holder of such depositary receipt, or with
respect to any specific payment of principal of or interest on any U.S.
Government Obligation which is so specified and held, provided that (except
as required by law) such custodian is not authorized to make any deduction
from the amount payable to the holder of such depositary receipt from any
amount received by the custodian in respect of the U.S. Government Obligation
or the specific payment of principal or interest evidenced by such depositary
receipt.

(2) In the event of an election to have Section 16.02 apply to any
Securities or any series of Securities, as the case may be, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (A) the
Company has received from, or there has been published by, the Internal
Revenue Service a ruling or (B) since the date of this instrument, there has
been a change in the applicable Federal income tax law, in either case (A) or
(B) to the effect that, and based thereon such opinion shall confirm that,
the Holders of such Securities will not recognize gain or loss for Federal
income tax purposes as a result of the deposit, Defeasance and discharge to
be effected with

respect to such Securities and will be subject to Federal income tax on the
same amount, in the same manner and at the same times as would be the case if
such deposit, Defeasance and discharge were not to occur.

(3) In the event of an election to have Section 16.03 apply to any
Securities or any series of Securities, as the case may be, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Securities will not recognize gain or loss for Federal income
tax purposes as a result of the deposit and Covenant Defeasance to be
effected with respect to such Securities and will be subject to Federal
income tax on the same amount, in the same manner and at the same times as
would be the case if such deposit and Covenant Defeasance were not to occur.

(4) The Company shall have delivered to the Trustee an Officer's
Certificate to the effect that neither such Securities nor any other
Securities of the same series, if then listed on any securities exchange,
will be delisted as a result of such deposit.

(5) No event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to such Securities or any other
Securities shall have occurred and be continuing at the time of such deposit
or, with regard to any such event specified in Sections 5.01(7) and (8), at
any time on or prior to the 121st day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until
after such 121st day).

(6) Such Defeasance or Covenant Defeasance shall not cause the Trustee
to have a conflicting interest within the meaning of the Trust Indenture Act
(assuming all Securities are in default within the meaning of such Act).

(7) Such Defeasance or Covenant Defeasance shall not result in a breach
or violation of, or constitute a default under, any other agreement or
instrument to which the Company is a party or by which it is bound.

(8) At the time of such deposit, (A) no default in the payment of any
principal of or premium or interest on any Senior Indebtedness of the Company
or any Subsidiary Guarantor shall have occurred and be continuing, (B) no
event of default with respect to any Senior Indebtedness of the Company or
any Subsidiary Guarantor shall have resulted in such Senior Indebtedness
becoming, and continuing to be, due and payable prior to the date on which it
would otherwise have become due and payable (unless payment of such Senior
Indebtedness has been made or duly provided for), and (C) no other event of
default with respect to any Senior Indebtedness of the Company or any
Subsidiary Guarantor shall have occurred and be continuing permitting (after
notice or lapse of time or both) the holders of such Senior Indebtedness (or
a trustee on behalf of such holders) to declare such Senior Indebtedness due
and payable prior to the date on which it would otherwise have become due and
payable.

(9) The Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that such deposit shall not cause either the Trustee or
the trust so created to be subject to the Investment Company Act of 1940.

(10) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been
complied with.

SECTION 16.05. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE
HELD IN TRUST; MISCELLANEOUS PROVISIONS.

Subject to the provisions of the last paragraph of Section 10.03, all
money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (solely for purposes
of this Section and Section 16.06, the Trustee and any such other trustee are
referred to collectively as the "Trustee") pursuant to Section 16.04 in
respect of any Securities shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities and this Indenture, to
the payment, either directly or through any such Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine, to the
Holders of such Securities, of all sums due and to become due thereon in
respect of principal and any premium and interest, but money so held in trust
need not be segregated from other funds except to the extent required by law.
Money and U.S. Government Obligations so held in trust shall not be subject
to the provisions of Article Thirteen or Article Fifteen.

The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 16.04 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of Outstanding Securities.

Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request
any money or U.S. Government Obligations held by it as provided in Section
16.04 with respect to any Securities which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect the Defeasance
or Covenant Defeasance, as the case may be, with respect to such Securities.

SECTION 16.06. REINSTATEMENT.

If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the obligations
under this Indenture and such Securities from which the Company has been
discharged or released pursuant to Section 16.02 or 16.03 shall be revived
and reinstated as though no deposit had occurred pursuant to this Article
with respect to such Securities, until such time as the Trustee or Paying
Agent is permitted to apply all money held in trust pursuant to Section 16.05
with respect to such Securities in accordance with this Article; provided,
however, that if the Company makes any payment of principal of or any premium
or interest on any such Security following such reinstatement of its
obligations, the Company shall be subrogated to the rights (if any) of the
Holders of such Securities to receive such payment from the money so held in
trust.

ARTICLE SEVENTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 17.01. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

A meeting of Holders of Securities of any or all series may be called at
any time and from time to time pursuant to this Article Seventeen to make,
give or take any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be made, given or taken
by Holders of Securities of such series.

SECTION 17.02. CALL, NOTICE AND PLACE OF MEETINGS.

(a) The Trustee may at any time call a meeting of Holders of Securities
of any series for any purpose specified in Section 17.01, to be held at such
time and at such place in Denver, Colorado, in The Borough of Manhattan, The
City of New York, or in any other location as the Trustee shall determine.
Notice of every meeting of Holders of Securities of any series, setting forth
the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given, in the manner provided
in Section 1.07, not less than 20 nor more than 180 days prior to the date
fixed for the meeting.

(b) In case at any time the Company, pursuant to a Board Resolution, or
the Holders of at least 10% in aggregate principal amount of the Outstanding
Securities of any series, shall have requested the Trustee for any such
series to call a meeting of the Holders of Securities of such series for any
purpose specified in Section 17.01, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have made the first publication of the notice of such
meeting within 30 days after receipt of such request or shall not thereafter
proceed to cause the meeting to be held as provided herein, then the Company
or the Holders of Securities of such series in the amount above specified, as
the case may be, may determine the time and the place in Denver, Colorado, in
The Borough of Manhattan, The City of New York, or in London, for such
meeting and may call such meeting for such purposes by giving notice thereof
as provided in Subsection (a) of this Section 17.02.

SECTION 17.03. PERSONS ENTITLED TO VOTE AT MEETINGS.

To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities
of such series, or (2) a Person appointed by an instrument in writing as
proxy for a Holder or Holders of one or more Outstanding Securities of such
series by such Holder or Holders. The only Persons who shall be entitled to
be present or to speak at any meeting of Holders of Securities of any series
shall be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

SECTION 17.04. QUORUM; ACTION.

The Persons entitled to vote a majority in aggregate principal amount of
the Outstanding Securities of a series shall constitute a quorum for a
meeting of Holders of Securities of such series. In the absence of a quorum
within 30 minutes of the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Securities of such series, be
dissolved. In any other case, the meeting may be adjourned for a period of
not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such adjourned meeting. Subject to Section
17.05(d), notice of the reconvening of any adjourned meeting shall be given
as provided in Section 17.02(a), except that such notice need be given only
once not less than five days prior to the date on which the meeting is
scheduled to be reconvened. Notice of the reconvening of an adjourned meeting
shall state expressly that Persons entitled to vote a majority in principal
amount of the Outstanding Securities of such series shall constitute a quorum.

Except as limited by the proviso to Section 9.02, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum
is present as aforesaid may be adopted by the affirmative vote of the Holders
of a majority in aggregate principal amount of the Outstanding Securities of
that series; provided, however, that, except as limited by the proviso to
Section 9.02, any resolution with respect to any request, demand,
authorization, direction, notice, consent or waiver which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage that is less than a majority in aggregate principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as
aforesaid by the affirmative vote of the Holders of such specified percentage
in aggregate principal amount of the Outstanding Securities of that series.

Except as limited by the proviso to Section 9.02, any resolution passed
or decision taken at any meeting of Holders of Securities of any series duly
held in accordance with this Section 17.04 shall be binding on all the
Holders of Securities of such series, whether or not present or represented
at the meeting.

SECTION 17.05. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT
OF MEETINGS.

(a) The holding of Securities shall be proved in the manner specified
in Section 1.05 and the appointment of any proxy shall be proved in the
manner specified in Section 1.05. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid
and genuine without the proof specified in Section 1.05 or other proof.

(b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 17.02(b), in which
case the Company or the Holders of Securities of the series calling the
meeting, as the case may be, shall appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of
the Persons entitled to vote a majority in aggregate principal amount of the
Outstanding Securities of such series represented at the meeting.

(c) At any meeting each Holder of a Security of such series and each
proxy shall be entitled to one vote for each $ 1,000 principal amount of the
Outstanding Securities of such series held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of
any Security challenged as not Outstanding and ruled by the chairman of the
meeting to be not Outstanding. The chairman of the meeting shall have no
right to vote, except as a Holder of a Security of such series or as a proxy.

(d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 17.02 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in aggregate principal
amount of the Outstanding Securities of such series represented at the
meeting; and the meeting may be held as so adjourned without further notice.

SECTION 17.06. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers
of the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and
who shall make and file with the secretary of the meeting their verified
written reports in duplicate of all votes cast at the meeting. A record, at
least in duplicate, of the proceedings of each meeting of Holders of
Securities of any series shall be prepared by the secretary of the meeting
and there shall be attached to such record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one
or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that such notice was given as provided in
Section 17.02 and, if applicable, Section 17.04. Each copy shall be signed
and verified by the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the Company, and another to
the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting. Any record so signed and verified
shall be conclusive evidence of the matters therein stated.

* * *

This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

EVERGREEN RESOURCES, INC.

ATTEST: By:
----------------------------------------
Name: Xxxx X. Xxxxxx
------------------------- Title: President and Chief Executive Officer

[CORPORATE SEAL]
EVERGREEN OPERATING CORPORATION

ATTEST: By:
----------------------------------------
Name:
------------------------- Title:

EVERGREEN WELL SERVICE COMPANY

ATTEST: By:
----------------------------------------
Name:
------------------------- Title:

[CORPORATE SEAL]
PRIMERO GAS MARKETING COMPANY

ATTEST: By:
----------------------------------------
Name:
------------------------- Title:

[CORPORATE SEAL]
[TRUSTEE]

By:
----------------------------------------
Name:
Title:
[CORPORATE SEAL]

SCHEDULE I

SUBSIDIARY GUARANTORS

Name and Address of Jurisdiction of
Subsidiary Guarantor Organization
-------------------- ----------------

Evergreen Operating Corporation Colorado
0000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000

Evergreen Well Service Company Colorado
0000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000

Primero Gas Marketing Company Colorado
0000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000

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Table of Contents

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . .1 SECTION 1.02. Incorporation by Reference of Trust Indenture Act. . . . . . . 11 SECTION 1.03....

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