INDENTURE Dated as of , 199 ------------- -- between LEAR CORPORATION, as Issuer and -----------------------, as Trustee Senior Notes

1
EXHIBIT 4.1

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INDENTURE

Dated as of , 199
------------- --

between

XXXX CORPORATION,
as Issuer

and

-----------------------,
as Trustee

----------------

Senior Notes

----------------

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Contents, p. 1

TABLE OF CONTENTS

Page
----

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE......................................................1
SECTION 1.01. Definitions.......................................................................1
SECTION 1.02. Other Definitions.................................................................6
SECTION 1.03. Incorporation by Reference of Trust Indenture Act.................................6
SECTION 1.04. Rules of Construction.............................................................6

ARTICLE II

THE SECURITIES..................................................................................6
SECTION 2.01. Unlimited in Amount, Issuable in Series, Form and Dating..........................6
SECTION 2.02. Execution and Authentication......................................................9
SECTION 2.03. Registrar and Paying Agent.......................................................10
SECTION 2.04. Paying Agent to Hold Assets in Trust.............................................11
SECTION 2.05. Holder Lists.....................................................................11
SECTION 2.06. Registration of Transfer and Exchange. ..........................................11
SECTION 2.07. Replacement Securities...........................................................12
SECTION 2.08. Outstanding Securities...........................................................12
SECTION 2.09. Treasury Securities..............................................................13
SECTION 2.10. Temporary Securities.............................................................13
SECTION 2.11. Cancellation.....................................................................13
SECTION 2.12. CUSIP Numbers....................................................................13
SECTION 2.13. Defaulted Interest...............................................................13

ARTICLE III

REDEMPTION.....................................................................................14
SECTION 3.01. Notices to Trustee...............................................................14
SECTION 3.02. Selection of Securities to Be Redeemed. .........................................14
SECTION 3.03. Notice of Redemption.............................................................15
SECTION 3.04. Effect of Notice of Redemption...................................................15
SECTION 3.05. Deposit of Redemption Price......................................................15
SECTION 3.06. Securities Redeemed in Part......................................................16

Contents, p. 2

ARTICLE IV
COVENANTS......................................................................................16
SECTION 4.01. Payment of Securities............................................................16
SECTION 4.02. Maintenance of Office or Agency..................................................16
SECTION 4.03. SEC Reports......................................................................17
SECTION 4.04. Compliance Certificate...........................................................17
SECTION 4.05. Taxes............................................................................17
SECTION 4.06. Corporate Existence..............................................................17
SECTION 4.07. Limitation on Liens..............................................................17
SECTION 4.08. Limitation on Sale and Lease-Back Transactions...................................18

ARTICLE V

MERGER, ETC....................................................................................18
SECTION 5.01. When Company May Merge, etc......................................................18
SECTION 5.02. Successor Corporation Substituted................................................19

ARTICLE VI

DEFAULTS AND REMEDIES..........................................................................19
SECTION 6.01. Events of Default................................................................19
SECTION 6.02. Acceleration.....................................................................20
SECTION 6.03. Other Remedies...................................................................20
SECTION 6.04. Waiver of Past Defaults..........................................................21
SECTION 6.05. Control by Majority..............................................................21
SECTION 6.06. Limitation on Suits..............................................................21
SECTION 6.07. Rights of Holders To Receive Payment.............................................21
SECTION 6.08. Collection Suit by Trustee.......................................................21
SECTION 6.09. Trustee May File Proofs of Claim.................................................22
SECTION 6.10. Priorities.......................................................................22
SECTION 6.11. Undertaking for Costs............................................................23

ARTICLE VII

TRUSTEE........................................................................................23
SECTION 7.01. Duties of Trustee................................................................23
SECTION 7.02. Rights of Trustee................................................................24
SECTION 7.03. Individual Rights of Trustee.....................................................24
SECTION 7.04. Trustee's Disclaimer.............................................................24
SECTION 7.05. Notice of Defaults...............................................................25
SECTION 7.06. Reports by Trustee to Holders....................................................25

Contents, p. 3

SECTION 7.07. Compensation and Indemnity.......................................................25
SECTION 7.08. Replacement of Trustee...........................................................26
SECTION 7.09. Successor Trustee by Merger, Etc. ...............................................27
SECTION 7.10. Eligibility; Disqualification....................................................27
SECTION 7.11. Preferential Collection of Claims Against the Company............................27

ARTICLE VIII

DISCHARGE OF INDENTURE.........................................................................27
SECTION 8.01. Satisfaction and Discharge of Indenture..........................................27
SECTION 8.02. Application of Trust Funds; Indemnification......................................28
SECTION 8.03. Legal Defeasance of Securities of any Series.....................................29
SECTION 8.04. Covenant Defeasance..............................................................30
SECTION 8.05. Repayment to Company.............................................................31

ARTICLE IX

AMENDMENTS, SUPPLEMENTS AND WAIVERS............................................................32
SECTION 9.01. Without Consent of Holders.......................................................32
SECTION 9.02. With Consent of Holders..........................................................32
SECTION 9.03. Compliance with Trust Indenture Act..............................................33
SECTION 9.04. Revocation and Effect of Consents................................................33
SECTION 9.05. Notation on or Exchange of Securities............................................33
SECTION 9.06. Trustee to Sign Amendment, etc...................................................33

ARTICLE X

MISCELLANEOUS..................................................................................34
SECTION 10.01. Trust Indenture Act Controls....................................................34
SECTION 10.02. Notices.........................................................................34
SECTION 10.03. Communication by Holders with Other Holders.....................................35
SECTION 10.04. Certificate and Opinion as to Conditions Precedent.............................35
SECTION 10.05. Statements Required in Certificate or Opinion...................................35
SECTION 10.06. Rules by Trustee and Agents.....................................................35
SECTION 10.07. Legal Holidays..................................................................35
SECTION 10.08. Duplicate Originals.............................................................36
SECTION 10.09. Governing Law...................................................................36
SECTION 10.10. No Adverse Interpretation of Other Agreements...................................36
SECTION 10.11. Successors......................................................................36
SECTION 10.12. Severability....................................................................36
SECTION 10.13. Counterpart Originals...........................................................37

CROSS-REFERENCE TABLE

Indenture
TIA Section Section
----------- ----------

Section 310(a)(1)..............................................................................................7.10
(a)(2)..............................................................................................7.10
(a)(3)..............................................................................................N.A.
(a)(4)..............................................................................................N.A.
(a)(5)..............................................................................................7.10
(b).................................................................................................7.08; 7.10
(c).................................................................................................N.A.
Section 311(a).................................................................................................7.11
(b).................................................................................................7.11
(c).................................................................................................N.A.
Section 312(a).................................................................................................2.05
(b).................................................................................................10.03
(c).................................................................................................10.03
Section 313(a).................................................................................................7.06
(b)(1)..............................................................................................N.A.
(b)(2)..............................................................................................7.06
(c).............................................................................................7.06; 12.02;
(d).................................................................................................7.06
Section 314(a)(1), (2), (3)....................................................................................4.03
(a)(4)..............................................................................................4.04
(b).................................................................................................N.A
(c)(1)..............................................................................................10.04
(c)(2)..............................................................................................10.04
(c)(3)..............................................................................................N.A.
(d).................................................................................................N.A.
(e).................................................................................................10.05
(f).................................................................................................N.A.
Section 315(a).................................................................................................7.01(b)
(b)...............................................................................................7.05; 10.02
(c).................................................................................................7.01(a)
(d).................................................................................................7.01(c)
(e).................................................................................................6.11
Section 316(a)(last sentence)..................................................................................2.09
(a)(1)(A)...........................................................................................6.05
(a)(1)(B)...........................................................................................6.04
(a)(2)..............................................................................................N.A.
(b).................................................................................................6.07
(c).................................................................................................9.04
Section 317(a)(1)..............................................................................................6.08

(a)(2)..............................................................................................6.09
(b).................................................................................................2.04
Section 318(a).................................................................................................10.01

-------------------
N.A. means Not Applicable

NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to
be a part of the Indenture.

INDENTURE dated as of __________, 199__, between XXXX CORPORATION, a
Delaware corporation (the "Company"), as issuer, and _________________,
a __________________, as trustee (the "Trustee").

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures,
notes or other evidences of indebtedness to be issued in one or more series
(the "Securities"), as herein provided, up to such principal amount as may from
time to time be authorized in or pursuant to one or more resolutions of the
Board of Directors or by supplemental indenture.

Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of each series of the
Securities:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

"Affiliate" means, when used with reference to the Company or another
person, any person directly or indirectly controlling, controlled by, or under
direct or indirect common control with, the Company or such other person, as
the case may be. For the purposes of this definition, "control" when used with
respect to any specified person means the power to direct or cause the
direction of management or 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 of the
foregoing.

"Agent" means any Registrar, Paying Agent, authenticating agent or
co-Registrar.

"Attributable Value" means, in connection with a sale and lease-back
transaction, the lesser of (a) the fair market value of the assets subject to
such transaction and (b) the present value (discounted at a rate per annum
equal to the rate of interest implicit in the lease involved in such sale and
lease-back transaction, as determined in good faith by the Company) of the
obligations of the lessee for rental payments during the term of the related
lease.

"Board of Directors" means, with respect to any person, the Board of
Directors of a person or any duly authorized committee of such Board
of Directors.

"Board Resolution" means a copy of a resolution certified by the
secretary or an assistant secretary of such person to have been duly
adopted by the Board of Directors of such person

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or any duly authorized committee thereof and to be in full force and effect on
the date of such certification, and delivered to the Trustee.

"Business Day" means a day that is not a Legal Holiday as defined in
Section 10.07.

"Company" means the party named as such in this Indenture, or any
other obligor under this Indenture, until a successor replaces it
pursuant to this Indenture and thereafter means the successor.

"Consolidated" or "consolidated" means, when used with reference to
any amount, such amount determined on a consolidated basis in accordance with
GAAP, after the elimination of intercompany items.

"Consolidated Net Assets" means, as of any particular time, the
aggregate amount of assets after deducting therefrom all current liabilities
except for (a) short term borrowings, (b) current maturities of long-term
debt and (c) current maturities of obligations under capital leases, all as
set forth on the most recent consolidated balance sheet of the Company and its
consolidated Subsidiaries and computed in accordance with GAAP.

"Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate services business shall be principally
administered, which office at the date of execution of this Indenture is
located at _________________________________________________________________.

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

"Event of Default" has the meaning provided in Section 6.01.

"Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor statute.

"Exempted Debt" means the sum of the following as of the date of
determination: (i) Indebtedness of the Company incurred after the date hereof
and secured by Liens not otherwise permitted by the first sentence of Section
4.07 and (ii) the Attributable Value of outstanding leases in respect of sale
and lease-back transactions entered into after the date hereof, other than sale
and lease-back transactions permitted by the limitation on sale and lease-back
transactions set forth under Section 4.08. For purposes of determining whether
or not a sale and lease-back transaction is "permitted" Section 4.08, the last
paragraph of Section 4.07 (creating an exception for Exempted Debt) will be
disregarded.

"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or

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in such other statements by such other entity as have been approved by a
significant segment of the accounting profession, which are applicable from
time to time.

"Global Security" means a Security issued to evidence all or a part of
any series of Securities that is executed by the Company and authenticated
and delivered by the Trustee to a depositary or pursuant to such depositary's
instructions, all in accordance with this Indenture and pursuant to Section
2.01, which shall be registered as to principal and interest in the name of
such depositary or its nominee.

"Holder" means the person in whose name a Security is registered on
the Registrar's books.

"Indebtedness" of a Person means all obligations which would be
treated as liabilities upon a balance sheet of such Person prepared on a
consolidated basis in accordance with GAAP.

"Indenture" means this Indenture, as amended, supplemented or modified
from time to time.

"Lien" means any lien, security interest, charge or encumbrance of any
kind.

"Obligations" means all obligations for principal, premium, interest,
penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.

"Officer" of any person means the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President, the Treasurer, the
Secretary or the Controller of such person.

"Officers' Certificate" means a certificate signed by two Officers or
by an Officer and an Assistant Treasurer, Assistant Secretary or
Assistant Controller of any person.

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

"Original Issue Discount Security" means any Security which provides
that an amount less than its principal amount is due and payable upon
acceleration after an Event of Default.

"Permitted Liens" means (i) Liens on accounts receivable, inventory,
patents, trademarks, trade names and other intangible assets, securing
Indebtedness of the Company or any Subsidiary of the Company; (ii) Liens on
assets located outside the United States of America; (iii) Liens on any asset
of the Company or any subsidiary of the Company created solely to secure
obligations incurred to finance the refurbishment, improvement or construction
of such asset, which obligations are incurred no later than 12 months after
completion of such refurbishment, improvement or construction, and

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all renewals, extensions, refinancings, replacements or refundings of such
obligations; (iv)(a) Liens given to secure the payment of the purchase price
incurred in connection with the acquisition (including acquisition through
merger or consolidation) of property (including shares of stock), including
capital lease transactions in connection with any such acquisition, and (b)
Liens existing on property at the time of acquisition thereof or at the time of
acquisition by the Company or a Subsidiary of the Company of any person then
owning such property whether or not such existing Liens were given to secure
the payment of the purchase price of the property to which they attach;
provided that, with respect to clause (a), the Liens shall be given within 12
months after such acquisition and shall attach solely to the property acquired
or purchased and any improvements then or thereafter placed thereon; (v) Liens
in favor of customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the importation of goods;
(vi) Liens upon specific items of goods and proceeds of any Person securing
such Person's obligations in respect of bankers' acceptances
issued or created for the account of such Person to facilitate the purchase,
shipment or storage of such inventory or other goods; (vii) Liens securing
reimbursement obligations with respect to letters of credit that encumber
documents and other property relating to such letters of credit and the
products and proceeds thereof; (viii) Liens on life insurance policies granted
to secure Indebtedness of the Company or any Subsidiary of the Company against
the cash surrender value thereof; (ix) Liens encumbering customary initial
deposits and margin deposits and other Liens in the ordinary course of
business, in each case securing Indebtedness of the Company under interest swap
obligations and currency agreements and forward contract, option, futures
contracts, futures options or similar agreements or arrangements designed to
protect the Company or any of its Subsidiaries from fluctuations in interest
rates, currency exchange rates or the price of commodities; (x) Liens arising
out of conditional sale, title retention, consignment or similar arrangements
for the sale of goods entered into by the Company or any of its Subsidiaries in
the ordinary course of business; (xi) statutory Liens and rights of offset and
setoff arising or granted in the ordinary course of business of the Company and
its Subsidiaries; (xii) Liens arising in connection with industrial
development bonds or other industrial development, pollution control or tax
favored financing transactions; (xiii) Liens for taxes, assessments,
governmental charges or claims which are being contested in good faith by
appropriate proceedings, promptly instituted and diligently conducted, if a
reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made therefor; (xiv) statutory Liens of
landlords and carriers', warehousemen's, mechanics', suppliers', materialmen's,
repairmen's, or other like Liens arising in the ordinary course of business and
with respect to amounts not yet delinquent or being contested in good faith by
appropriate process of law, if a reserve or other appropriate provision, if
any, as shall be required by GAAP shall have been made therefor; and (xv) Liens
in favor of the Company or any Subsidiary of the Company.

"Person" or "person" means any individual, corporation, partnership,
joint venture, trust, association, limited liability company, joint stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof.

"Redemption Date" means, with respect to any Security to be redeemed,
the date fixed for such redemption pursuant to this Indenture.
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"Redemption Price" has the meaning provided in Section 3.03.

"SEC" means the Securities and Exchange Commission and any government
agency succeeding to its functions.

"Securities" means the means the Securities authenticated and
delivered under this Indenture.

"Securities Act" means the Securities Act of 1933, as amended.

"Subsidiary" of any Person means (i) a corporation a majority of whose
capital stock with voting power, under ordinary circumstances, to elect
directors is at the time, directly or indirectly, owned by such Person or by
such Person and a subsidiary or subsidiaries of such Person or by a subsidiary
or subsidiaries of such Person or (ii) any other Person (other than a
corporation) in which such Person or such Person and a subsidiary or
subsidiaries of such Person or a subsidiary or subsidiaries of such Persons, at
the time, directly or indirectly, own at least a majority voting interest
under ordinary circumstances.

"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Section
77aaa-77bbbb), as in effect on the date of this Indenture; provided, however,
that in the event the TIA is amended after such date, "TIA" means, to the
extent required by such amendment, the Trust Indenture Act of 1939, as so
amended.

"Trustee" means the party named as such above until a successor
becomes such pursuant to this Indenture and thereafter means or includes each
party who is then a trustee hereunder, and if at any time there is more than
one such party, "Trustee" as used with respect to the Securities of any series
means the Trustee with respect to Securities of that series. If Trustees with
respect to different series of Securities are trustees under this Indenture,
nothing herein shall constitute the Trustees co-trustees of the same trust, and
each Trustee shall be the trustee of a trust separate and apart from any trust
administered by any other Trustee with respect to a different series of
Securities.

"Trust Officer" means any officer in the corporate trust department of
the Trustee or any other officer of the Trustee assigned by the Trustee to
administer this Indenture.

"U.S. Government Obligations" means (i) direct obligations of the
United States of America for the payment of which the full faith and credit of
the United States of America is pledged or (ii) obligations of a person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America, the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America and which
in either case, are non-callable at the option of the issuer thereof.
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SECTION 1.02. Other Definitions.

Defined in
Term Section
---- -----------

"Bankruptcy Law" . . . . . . . . . . . . . . . . . . . . . . . 6.01
"Custodian" . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01
"Legal Holiday" . . . . . . . . . . . . . . . . . . . . . . . . 10.07
"Paying Agent" . . . . . . . . . . . . . . . . . . . . . . . . 2.03
"Registrar" . . . . . . . . . . . . . . . . . . . . . . . . . . 2.03

SECTION 1.03. Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

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

"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; and

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

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

SECTION 1.04. Rules of Construction. Unless the context otherwise
requires: (i) a term has the meaning assigned to it; (ii) an accounting term
not otherwise defined has the meaning assigned to it in accordance with GAAP;
(iii) "or" is not exclusive; (iv) words in the singular include the plural, and
in the plural include the singular; (v) provisions apply to successive
events and transactions; and (vi) statements relating to the payment of
principal and interest shall include the payment, premium (if any) and interest.

ARTICLE II

THE SECURITIES
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SECTION 2.01. Unlimited in Amount, Issuable in Series, Form and
Dating.

The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series. There shall be established pursuant to a
Board Resolution or an Officers' Certificate pursuant to authority granted
under a Board Resolution or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series:

(a) The title and ranking of such Securities;

(b) The aggregate principal amount of such Securities and any limit
on such aggregate principal amount;

(c) The price (expressed as a percentage of the principal amount
thereof) at which such Securities will be issued and, if other than the
principal amount thereof, the portion of the principal amount thereof
payable upon declaration of acceleration of the maturity thereof;

(d) The date or dates, or the method for determining such date or
dates, on which the principal of such Securities will be payable;

(e) The rate or rates (which may be fixed or variable), or the
method by which such rate or rates shall be determined, at which such
Securities will bear interest, if any;

(f) The date or dates, or the method for determining such date or
dates, from which any such interest will accrue, the dates on which any
such interest will be payable, the record dates for such interest payment
dates, or the method by which such dates shall be determined, the persons
to whom such interest shall be payable, and the basis upon which interest
shall be calculated if other than that of a 360-day year of twelve 30-day
months;

(g) The place or places where the principal of and interest, if any,
on such Securities will be payable, where such Securities may be
surrendered for registration of transfer or exchange and where notices
or demands to or upon the Company in respect of such Securities and this
Indenture may be served;

(h) The period or periods, if any, within which, the price or prices
at which and the other terms and conditions upon which such Securities
may, pursuant to any optional or mandatory redemption provisions, be
redeemed, as a whole or in part, at the option of the Company;

(i) The obligation, if any, of the Company to redeem, repay or
purchase such Securities pursuant to any sinking fund or analogous
provision or at the option of a holder thereof, and the period or periods
within which, the price or prices at which and the other
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terms and conditions upon which such Securities will be redeemed, repaid or
purchased, as a whole or in part, pursuant to such obligation;

(j) If other than U.S. dollars, the currency or currencies in which
such Securities are denominated and payable, which may be a foreign
currency or units of two or more foreign currencies or a composite currency
or currencies, and the terms and conditions relating thereto;

(k) Whether the amount of payments of principal of (and premium, if
any) or interest, if any, on such Securities may be determined with
reference to an index, formula or other method (which index, formula or
method may, but need not be, based on the yield on or trading price of
other securities, including United States Treasury securities, or on a
currency, currencies, currency unit or units, or composite currency or
currencies) and the manner in which such amounts shall be determined;

(l) Whether the principal of or interest on the Securities of the
series is to be payable, at the election of the Company or a holder
thereof, in a currency or currencies, currency unit or units or composite
currency or currencies other than that in which such Securities are
denominated or stated to be payable, the period or periods within which,
and the terms and conditions upon which, such election may be made, and the
time and manner of, and identity of the exchange rate agent with
responsibility for, determining the exchange rate between the currency or
currencies, currency unit or units or composite currency or currencies in
which such Securities are denominated or stated to be payable and the
currency or currencies, currency unit or units or composite currency or
currencies in which such Securities are to be so payable;

(m) Provisions, if any, granting special rights to the holders of
Securities of the series upon the occurrence of such events as may be
specified;

(n) Any deletions from, modifications of or additions to the Events
of Default or covenants of the Company with respect to Securities of the
series, whether or not such Events of Default or covenants are
consistent with the Events of Default or covenants described herein;

(o) Whether and under what circumstances the Company will pay any
additional amounts on such Securities in respect of any tax, assessment or
governmental charge and, if so, whether the Company will have the option to
redeem such Securities in lieu of making such payment;

(p) Whether Securities of the series are to be issuable as
registered securities, bearer securities (with or without coupons) or both,
any restrictions applicable to the offer, sale or delivery of bearer
securities and the terms upon which bearer securities of the series may
be exchanged for registered securities of the series and vice versa (if
permitted by
15

applicable laws and regulations), whether any Securities of the series are to
be issuable initially in temporary global form and whether any Securities of
the series are to be issuable in permanent global form with or without
coupons and, if so, whether beneficial owners of interests in any such
permanent Global Security may exchange such interests for Securities of such
series and of like tenor or any authorized form and denomination and the
circumstances under which any such exchanges may occur, if other than in the
manner provided in the Indenture, and, if registered securities of the series
are to be issuable as a Global Security, the identity of the depositary for
such series;

(q) The date as of which any bearer securities of the series and any
temporary Global Security representing outstanding Securities of the series
shall be dated if other than the date of original issuance of the first
security of the series to be issued;

(r) The person to whom any interest on any registered security of
the series shall be payable, if other than 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, the manner in which, or
the person to whom, any interest on any bearer security of the series shall be
payable, if otherwise than upon presentation and surrender of the coupons
appertaining thereto as they severally mature, and the extent to which, or the
manner in which, any interest payable on a temporary Global Security on an
interest payment date will be paid if other than in the manner provided in the
Indenture;

(s) Whether such Securities will be issued in certificated or book
entry form;

(t) The applicability, if any, of the legal defeasance and covenant
defeasance provisions of the Indenture to the Securities of the series;

(u) If the Securities of such series are to be issuable in
definitive form (whether upon original issue or upon exchange of a temporary
security of such series) only upon receipt of certain certificates or other
documents or satisfaction of other conditions, then the form and/or terms of
such certificates, documents or conditions; and

(v) Any other terms of the series.

SECTION 2.02. Execution and Authentication. Two Officers shall sign
the Securities for the Company by manual or facsimile signature. The Company's
seal shall be reproduced on the Securities and may be in facsimile form.

If an Officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall be valid
nevertheless.
16

A Security shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.

The Trustee shall authenticate Securities for original issue upon a
written order of the Company signed by one Officer of the Company.

The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate Securities. Unless limited by the terms of such
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company or an Affiliate of the Company.

If the Company shall establish pursuant to Section 2.01 that the
Securities of a series are to be issued in the form of one or more Global
Securities, then the Company shall execute and the Trustee shall authenticate
and deliver one or more Global Securities that (i) shall represent and shall be
denominated in an amount equal to the aggregate principal amount of all of the
Securities of such series to be issued in the form of Global Securities and not
yet canceled, (ii) shall be registered in the name of the depositary for such
Global Security or Securities or the nominee of such depositary, (iii) shall be
delivered by the Trustee to such depositary or pursuant to such depositary's
instructions, and (iv) shall bear a legend substantially to the following
effect: "Unless and until it is exchanged in whole or in part for Securities in
definitive registered form, this Security may not be transferred except as a
whole by the depositary to the nominee of the depositary or by a nominee of the
depositary to the depositary or another nominee of the depositary or by the
depositary or any such nominee to a successor depositary or a nominee of such
successor depositary."

Each depositary designated pursuant to Section 2.01 must, at the time
of its designation and at all times while it services as depositary, be a
clearing agency registered under the Exchange Act.

SECTION 2.03. Registrar and Paying Agent. The Company shall maintain
an office or agency where Securities of a particular series may be presented for
registration of transfer or for exchange (the "Registrar") and an office or
agency where Securities may be presented for payment (the "Paying Agent"). The
Registrar for a particular series of Securities shall keep a register of the
Securities of that series and of their transfer and exchange. The Company may
appoint one or more co-Registrars and one or more additional Paying Agents for
each series of Securities. The term "Paying Agent" includes any additional
paying agent and the term "Registrar" includes any additional registrar. The
Company may change any Paying Agent or Registrar without prior notice to any
Holder.

The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture, which shall incorporate the terms of the
TIA and implement the terms of
17

this Indenture which relate to such Agent. The Company shall give prompt
written notice to the Trustee of the name and address of any Agent who is not a
party to this Indenture. If the Company fails to appoint or maintain another
entity as Registrar or Paying Agent, the Trustee shall act as such. The
Company or any Affiliate of the Company may act as Paying Agent or Registrar.

The Company hereby initially appoints the Trustee as Registrar and
Paying Agent for each series of Securities unless another Registrar or Paying
Agent, as the case may be, is appointed prior to the time the Securities of that
series are first issued.

SECTION 2.04. Paying Agent to Hold Assets in Trust. The Company shall
require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent shall hold in trust for the benefit of Holders or the Trustee all
assets held by the Paying Agent for the payment of principal of and interest on
the Securities (whether such money has been paid to it by the Company or any
other obligor on the Securities) and shall notify the Trustee of any failure by
the Company (or any other obligor on the Securities) in making any such payment.
While any such failure continues, the Trustee may require a Paying Agent to pay
all money held by it to the Trustee and to account for any funds disbursed. The
Company at any time may require a Paying Agent to pay all money held by it to
the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than
the Company or a Subsidiary of the Company) shall have no further liability for
the money so paid over to the Trustee. If the Company or a Subsidiary of the
Company acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent.

SECTION 2.05. Holder Lists. The Trustee shall preserve in as current
a form as is reasonably practicable the most recent list available to it of the
names and addresses of Holders, separately by series, and shall otherwise comply
with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall
furnish to the Trustee on or before each interest payment date for the
Securities and at such other times as the Trustee may request in writing a list
in such form and as of such date as the Trustee may reasonably require of the
names and addresses of Holders, separately by series, relating to such interest
payment date or request, as the case may be.

SECTION 2.06. Registration of Transfer and Exchange. When Securities
of a series are presented to the Registrar or a co-Registrar with a request to
register their transfer or to exchange them for an equal principal amount of
Securities of other denominations, the Registrar or co- Registrar shall register
the transfer or make the exchange if its requirements for such transaction are
met. To permit registrations of transfer and exchanges, the Company shall issue
and the Trustee shall authenticate Securities at the Registrar's or
co-Registrar's request. No service charge shall be made for any registration of
transfer or exchange, 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 registration, transfer or exchange of Securities other than exchanges
pursuant to Section 2.10, 3.06 or 9.05 not involving any transfer.

The Registrar or co-Registrar shall not be required to register the
transfer or exchange of (i) any Security of a particular series selected for
redemption in whole or in part,
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except the unredeemed portion of any Security of that series being
redeemed in part, or (ii) any Security of a particular series during a period
beginning at the opening of business 15 days before the day of any selection of
Securities of that series for redemption under Section 3.02 and ending at the
close of business on the date of selection.

Any Holder of a beneficial interest in a Global Security shall, by
acceptance of such beneficial interest, agree that transfers of beneficial
interest in such Global Security may be effected only through a book entry
system maintained by the holder of such Global Security (or its agent), and that
ownership of a beneficial interest in the Security shall be required to be
reflected in a book entry system.

SECTION 2.07. Replacement Securities. If a mutilated Security is
surrendered to the Trustee or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security of the same series if
the requirements of the Trustee and the Company are met; provided that, if any
such Security has been called for redemption in accordance with the terms
thereof, the Trustee may pay the Redemption Price thereof on the Redemption Date
without authenticating or replacing such Security. The Trustee or the Company
may, in either case, require the Holder to provide an indemnity bond sufficient
in the judgment of each of the Trustee and the Company to protect the Company,
the Trustee or any Agent from any loss which any of them may suffer if a
Security is replaced or if the Redemption Price therefor is paid pursuant to
this Section. The Company may charge the Holder who has lost a Security for its
expenses in replacing a Security.

Every replacement Security is an obligation of the Company and shall
be entitled to the benefits of this Indenture equally and proportionately with
any and all other Securities of the same series.

SECTION 2.08. Outstanding Securities. The Securities of any series
outstanding at any time are all the Securities of that series authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation and those described in this Section as not outstanding.

If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding and interest ceases to accrue unless the Trustee receives proof
satisfactory to it that the replaced Security is held by a bona fide purchaser.

If all principal of and interest on any of the Securities are
considered paid under Section 4.01, such Securities shall cease to be
outstanding and interest on them shall cease to accrue.

Except as provided in Section 2.09, a Security does not cease to be
outstanding because the Company or an Affiliate of the Company holds such
Security.
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For each series of Original Issue Discount Securities, the principal
amount of such Securities that shall be deemed to be outstanding and used to
determine whether the necessary Holders have given any request, demand,
authorization, direction, notice, consent or waiver shall be the principal
amount of such Securities that could be declared to be due and payable upon
acceleration upon an Event of Default as of the date of such determination. When
requested by the Trustee, the Company will advise the Trustee of such amount,
showing its computations in reasonable detail.

SECTION 2.09. Treasury Securities. In determining whether the
Holders of the required principal amount of Securities of any series have
concurred in any direction, waiver or consent, Securities owned by the Company
or an Affiliate of the Company shall be considered as though they are not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which such Trustee actually knows are so owned shall be so
disregarded.

SECTION 2.10. Temporary Securities. Until definitive Securities are
ready for delivery, the Company may prepare and execute and the Trustee shall
authenticate temporary Securities. Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Securities
in exchange for temporary Securities. Holders of temporary Securities shall be
entitled to all of the benefits of this Indenture.

SECTION 2.11. Cancellation. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange, payment or repurchase. The Trustee shall cancel all
Securities surrendered for registration of transfer, exchange, payment,
repurchase, redemption, replacement or cancellation and shall destroy such
Securities (subject to the record retention requirements of the Exchange Act).
Certification of the destruction of all cancelled Securities shall be promptly
delivered to the Company. The Company may not issue new Securities to replace
Securities that it has paid or that have been delivered to the Trustee for
cancellation.

SECTION 2.12. CUSIP Numbers. The Company in issuing the Securities
may use "CUSIP" numbers (if then generally in use), and the Trustee shall use
CUSIP numbers in notices of redemption or exchange as a convenience to Holders;
provided that any such notice shall state that no representation is made as to
the correctness of such numbers either as printed on the Securities or as
contained in any such notice 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. The Company shall
promptly notify the Trustee of any change in the CUSIP numbers.

SECTION 2.13. Defaulted Interest. If the Company fails to make a
payment of interest on any series of Securities, it shall pay such defaulted
interest plus (to the extent lawful) any
20

interest payable on the defaulted interest, in any lawful manner. It may elect
to pay such defaulted interest, plus any such interest payable on it, to the
Persons who are Holders of such Securities on which the interest is due on a
subsequent special record date. The Company shall notify the Trustee in writing
of the amount of defaulted interest proposed to be paid on each such Security.
The Company shall fix any such record date and payment date for such payment. At
least 15 days before any such record date, the Company shall mail to Holders
affected thereby a notice that states the record date, payment date, and amount
of such interest to be paid.

SECTION 2.14. Special Record Dates. The Company may, but shall not be
obligated to, set a record date for the purpose of determining the identity of
Holders entitled to consent to any supplement, amendment or waiver permitted by
this Indenture. If a record date is fixed, the Holders of Securities of that
series outstanding on such record date, and no other Holders, shall be entitled
to consent to such supplement, amendment or waiver or revoke any consent
previously given, whether or not such Holders remain Holders after such record
date. No consent shall be valid or effective for more than 90 days after such
record date unless consents from Holders of the principal amount of Securities
of that series required hereunder for such amendment or waiver to be
effective shall have also been given and not revoked within such 90-day period.

ARTICLE III

REDEMPTION

SECTION 3.01. Notices to Trustee. If the Company elects to redeem
Securities of any series pursuant to any optional redemption provisions thereof,
it shall notify the Trustee of the intended Redemption Date and the principal
amount of Securities of that series to be redeemed.

The Company shall give each notice provided for in this Section and an
Officers' Certificate at least 30 days before the Redemption Date (unless a
shorter period shall be satisfactory to the Trustee).
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SECTION 3.02. Selection of Securities to Be Redeemed. If fewer than
all the Securities of any series are to be redeemed, the Trustee shall select
the Securities of that series to be redeemed from the outstanding Securities of
that series to be redeemed by a method that complies with the requirements of
any exchange on which the Securities of that series are listed, or, if the
Securities of t hat series are not listed on an exchange, on a pro rata basis or
by lot, which in any case shall be in accordance with a method the Trustee
considers fair and appropriate.

Except as otherwise provided as to any particular series of
Securities, Securities and portions thereof that the Trustee selects shall be in
amounts equal to the minimum authorized denomination for Securities of the
series to be redeemed or any integral multiple thereof. Provisions of this
Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption. The Trustee shall notify the Company
promptly in writing of the Securities or portions of Securities to be called for
redemption.

SECTION 3.03. Notice of Redemption. At least 15 days but not more
than 60 days before the Redemption Date, the Company shall mail a notice of
redemption by first-class mail to each Holder whose Securities are to be
redeemed at the address of such Holder appearing in the register.

The notice shall identify the Securities of the series to be redeemed
and shall state:

(1) the Redemption Date;

(2) the redemption price fixed in accordance with the terms of the
Securities of the series to be redeemed, plus accrued interest, if any, to
the date fixed for redemption (the "Redemption Price");

(3) if any Security is being redeemed in part, the portion of the
principal amount of such Security to be redeemed and that, after the
Redemption Date, upon surrender of such Security, a new Security or
Securities in principal amount equal to the unredeemed portion will be
issued;

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

(5) that Securities called for redemption must be surrendered to the
Paying Agent to collect the Redemption Price;

(6) that, unless the Company defaults in payment of the Redemption
Price, interest on Securities called for redemption ceases to accrue on and
after the Redemption Date; and

(7) the CUSIP number, if any, of the Securities to be redeemed.
22

At the Company's written request, the Trustee shall give the notice of
redemption in the Company's name and at its expense. The notice mailed in the
manner herein provided shall be conclusively presumed to have been duly given
whether or not the Holder receives such notice. In any case, failure to give
such notice by mail or any defect in the notice to the Holder of any Security
shall not affect the validity of the proceeding for the redemption of any other
Security.

SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities called for redemption become due and payable on
the Redemption Date at the Redemption Price. Upon surrender to the Paying
Agent, such Securities shall be paid at the Redemption Price.

SECTION 3.05. Deposit of Redemption Price. On or before the
Redemption Date, the Company shall deposit with the Trustee or with the Paying
Agent (or if the Company or any Subsidiary of the Company is acting as its own
Paying Agent, the Company or such Subsidiary shall segregate and hold in trust)
money sufficient to pay the Redemption Price on all Securities to be redeemed on
that date other than Securities or portions thereof called for redemption on
that date which have been delivered by the Company to the Trustee for
cancellation. The Paying Agent shall promptly return to the Company any money
not required for that purpose.

SECTION 3.06. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall issue and the Trustee shall
authenticate for the Holder at the expense of the Company, a new Security of the
same series equal in principal amount to the unredeemed portion of the Security
surrendered.

ARTICLE IV

COVENANTS

SECTION 4.01. Payment of Securities. The Company shall pay or cause
to be paid the principal of and interest on the Securities on the dates and in
the manner provided in this Indenture and the Securities. Principal and
interest shall be considered paid on the date due if the Paying Agent, if other
than the Company or an Affiliate, holds as of 11:00 a.m. New York time on that
date immediately available funds designated for and sufficient to pay all
principal and interest then due. To the extent lawful, the Company shall pay
interest on overdue principal and overdue installments of interest at the rate
per annum borne by the applicable series of Securities.

SECTION 4.02. Maintenance of Office or Agency. The Company shall
maintain in the Borough of Manhattan, the City of New York, an office or agency
(which may be an office of the Trustee or an affiliate of the Trustee or
Registrar) where Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Company shall give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at
23

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 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 the
Borough of Manhattan, the City of New York for such purposes. The Company shall
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.

The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03.

SECTION 4.03. SEC Reports. The Company shall deliver to the Trustee
within 15 days after it files them with the SEC copies of the annual reports and
of the information, documents, and other reports (or copies of such portions of
any of the foregoing as the SEC may by rules and regulations prescribe) which
the Company is required to file with the SEC pursuant to Section 13 or 15(d) of
the Exchange Act; provided, however, the Company shall not be required to
deliver to the Trustee any materials for which the Company has sought and
received confidential treatment by the SEC. The Company also shall comply with
the other provisions of TIA Section 314(a).

SECTION 4.04. Compliance Certificate. The Company shall deliver to
the Trustee, within 120 days after the end of each fiscal year of the Company,
an Officers' Certificate stating that in the course of the performance by the
signers of their duties as officers of the Company, they would normally have
knowledge of any failure by the Company to comply with all conditions, or
default by the Company with respect to any covenants, under this Indenture, and
further stating whether or not they have knowledge of any such failure or
default and, if so, specifying each such failure or default and the nature
thereof. For purposes of this Section, such compliance shall be determined
without regard to any period of grace or requirement of notice provided for in
this Indenture. The certificate need not comply with Section 10.04.

SECTION 4.05. Taxes. The Company shall pay prior to delinquency, all
material taxes, assessments, and governmental levies except as contested in good
faith by appropriate proceedings.

SECTION 4.06. Corporate Existence. Subject to Article V hereof,
any shall do or cause to be done all things necessary to preserve and
keep in full force and effect (i) its corporate existence and (ii) the
material rights (charter and statutory), licenses and franchises of the Company
and its Subsidiaries taken as a whole; provided, however, that the Company
shall not
24

be required to preserve any such right, license or franchise if the
Board of Directors or management of the Company shall determine that the
preservation thereof is no longer in the best interests of the Company, and
that the loss thereof is not adverse in any material respect to the Holders.

SECTION 4.07. Limitation on Liens. The Company shall not, nor shall
it permit any of its Subsidiaries to, create, incur, or permit to exist, any
Lien on any of their respective properties or assets, whether now owned or
hereafter acquired, or upon any income or profits therefrom, without effectively
providing that each series of Securities shall be equally and ratably secured
until such time as such Indebtedness is no longer secured by such Lien, except:
(i) Liens existing as of the date hereof; (ii) Liens granted after the date
hereof on any assets or properties of the Company or any of its Subsidiaries
securing Indebtedness of the Company created in favor of the holders of such
series; (iii) Liens securing Indebtedness of the Company which is incurred to
extend, renew or refinance Indebtedness which is secured by Liens permitted to
be incurred under this Indenture; provided that such Liens do not extend to or
cover any property or assets of the Company or any of its Subsidiaries other
than the property or assets securing the Indebtedness being refinanced and that
the principal amount of such Indebtedness does not exceed the principal amount
of the Indebtedness being refinanced; (iv) Permitted Liens; and (v) Liens
created in substitution of or as replacements for any Liens permitted by the
preceding clauses (i) through (iv), provided that, based on a good faith
determination of an Officer of the Company, the property or asset encumbered
under any such substitute or replacement Lien is substantially similar in nature
to the property or asset encumbered by the otherwise permitted Lien which is
being replaced.

Notwithstanding the foregoing, the Company and any Subsidiary of the
Company may, without securing any series of Securities, create, incur or permit
to exist Liens which would otherwise be subject to the restrictions set forth
in the preceding paragraph, if after giving effect thereto and at the time of
determination, Exempted Debt does not exceed 10% of Consolidated Net Assets.

SECTION 4.08. Limitation on Sale and Lease-Back Transactions. The
Company shall not, nor shall it permit any of its Subsidiaries to, enter into
any sale and lease-back transaction for the sale and leasing back of any
property or asset, whether now owned or hereafter acquired, of the Company or
any of its Subsidiaries (except such transactions (i) entered into prior to the
date hereof, (ii) for the sale and leasing back of any property or asset by a
Subsidiary of the Company to the Company or any other Subsidiary of the
Company, (iii) involving leases for less than three years or (iv) in which the
lease for the property or asset is entered into within 120 days after the later
of the date of acquisition, completion of construction or commencement of full
operations of such property or asset) unless (a) the Company or such Subsidiary
would be entitled under Section 4.07 to create, incur or permit to exist a Lien
on the assets to be leased in an amount at least equal to the Attributable
Value in respect of such transaction without equally and ratably securing the
Securities of that series, or (b) the proceeds of the sale of the assets to be
leased are at least equal to their fair market value and the proceeds are
applied to the purchase, acquisition, construction or refurbishment of assets
or to the repayment of Indebtedness of the Company or any of its Subsidiaries
which by its terms matures not earlier than one year after the date of such
repayment.

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19

ARTICLE V

MERGER, ETC.

SECTION 5.01. When Company May Merge, etc. The Company shall not
consolidate or merge with or into, or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its assets to, any Person
unless: (i) the Person formed by or surviving any such consolidation or merger
(if other than the Company), or to which such sale, assignment, transfer,
lease, conveyance or disposition has been made, is a corporation organized and
existing under the laws of the United States of America, any state thereof or
the District of Columbia; (ii) the corporation formed by or surviving any such
consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, lease, conveyance or disposition has been made, assumes
by supplemental indenture satisfactory in form to the Trustee all the
obligations of the Company under the Securities and this Indenture; (iii)
immediately after such transaction, and giving effect thereto, no Default or
Event of Default shall have occurred and be continuing. Notwithstanding the
foregoing, the Company may merge with another Person or acquire by purchase or
otherwise all or any part of the property or assets of any other corporation or
Person in a transaction in which the surviving entity is the Company.

SECTION 5.02. Successor Corporation Substituted. Upon any
consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all the assets of the Company in
accordance with Section 5.01, the successor corporation formed by such
consolidation or into which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition 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
corporation had been named as the Company herein. In the event of any such sale
or conveyance, but not any such lease, the Company or any successor corporation
which thereafter shall have become such in the manner described in this Article
V shall be discharged from all obligations and covenants under this Indenture
and the Securities and may be dissolved, wound up or liquidated.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default. An "Event of Default" occurs with
respect to Securities of any particular series, unless in the establishing
Board Resolutions, Officers' Certificate or supplemental indenture hereto, it
is provided that such series shall not have the benefit of any such Event of
Default, when any of the following occurs:

(i) the Company defaults in the payment of interest on any Security
of that series when it becomes due and payable and such default continues
for a period of 30 days;

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

(iii) the Company fails to comply with any of its other agreements or
covenants in, or provisions of, the Securities of that series or this
Indenture and the Default continues for the period and after the notice
specified below;

(iv) the Company pursuant to or within the meaning of any Bankruptcy
Law: (A) commences a voluntary case or proceeding, (B) consents to the
entry of an order for relief against it in an involuntary case or
proceeding, (C) consents to the appointment of a Custodian of it or for all
or substantially all of its property, or (D) makes a general assignment for
the benefit of its creditors; or

(v) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that: (A) is for relief against the Company in an
involuntary case or proceeding, (B) appoints a Custodian for the Company or
for all or substantially all of the Company's property, or (C) orders the
liquidation of the Company;

and in case of (v) the order or decree remains unstayed and in effect for 60
days.

The term "Bankruptcy Law" means Title 11 of the U.S. Code or any
similar Federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator, sequestrator or similar
official under any Bankruptcy Law.

A Default under clause (iii) of this Section 6.01 is not an Event of
Default with respect to a particular series of Securities until the Trustee
notifies the Company in writing, or the Holders of at least 25% in principal
amount of the outstanding Securities of that series notify the Company and the
Trustee, in writing, of the Default, and the Company does not cure the Default
within 30 days after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a "Notice of
Default".

SECTION 6.02. Acceleration. If an Event of Default (other than an
Event of Default specified in clause (iv) or (v) of Section 6.01) occurs and is
continuing, the Trustee or the Holders of at least 25% of the principal amount
of the outstanding Securities of that series, by written notice to the Company
may declare due and payable 100% of the principal amount (or, in the case of
Original Issue Discount Securities, such lesser amount as may be provided for
in such Securities) of the Securities of that series plus any accrued interest
to the date of payment. Upon a declaration of acceleration, such principal (or
such lesser amount) and accrued interest to the date of payment shall be due
and payable. If an Event of Default specified in clause (iv) or (v) of Section

27
21

6.01 occurs, all unpaid principal and accrued interest on the Securities shall
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.

The Holders of a majority of the outstanding principal amount of the
Securities of that series by written notice to the Trustee may rescind an
acceleration and its consequences if (i) all existing Events of Default other
than the nonpayment of principal (or such lesser amount) of or interest on the
Securities of that series which have become due solely because of the
acceleration, have been cured or waived and (ii) the rescission would not
conflict with any judgment or decree of a court of competent jurisdiction.

SECTION 6.03. Other Remedies. If an Event of Default occurs and is
continuing with respect to any series of Securities, the Trustee may pursue any
available remedy by proceeding at law or in equity to collect the payment of
principal of or interest on the Securities of that series or to enforce the
performance of any provision of the Securities of that series or this
Indenture.

The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon the Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. No remedy is exclusive of
any other remedy. All remedies are cumulative to the extent permitted by law.

SECTION 6.04. Waiver of Past Defaults. Subject to Sections 6.07 and
9.02, the Holders of at least a majority in principal amount of the outstanding
Securities of any series by notice to the Trustee may waive an existing Default
or Event of Default and its consequences with respect to that series, except a
Default in the nonpayment of the principal of or interest on any Security of
that series (provided, however, that the Holders of a majority in principal
amount of the then outstanding Securities of any series may rescind an
acceleration and its consequences, including any related payment default that
resulted from such acceleration). When a Default or Event of Default is waived,
it is cured and ceases.

SECTION 6.05. Control by Majority. The Holders of at least a
majority in principal amount of the outstanding Securities of any series may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on it.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture, that the Trustee determines may be unduly prejudicial to the
rights of other Holders or that may involve the Trustee in personal liability.
The Trustee may take any other action which it deems proper which is not
inconsistent with any such direction.

SECTION 6.06. Limitation on Suits. A Holder of Securities of any
series may not pursue a remedy with respect to this Indenture or the Securities
of that series unless: (i) the Holder gives to the Trustee written notice of a
continuing Event of Default with respect to such series; (ii) the Holders of at
least 25% in principal amount of the outstanding Securities of that series

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make a written request to the Trustee to pursue the remedy; (iii) such Holder or
Holders offer to the Trustee indemnity satisfactory to the Trustee against any
loss, liability, cost or expense; (iv) the Trustee does not comply with the
request within 60 days after receipt of the request and the offer of indemnity;
and (v) during such 60-day period the Holders of at least a majority in
principal amount of the outstanding Securities of that series do not give the
Trustee a direction inconsistent with the request.

A Holder may not use this Indenture to prejudice the rights of another
Holder or to obtain a preference or priority over another Holder.

SECTION 6.07. Rights of Holders To Receive Payment. Notwithstanding
any other provision of this Indenture, the right of any Holder of a Security to
receive payment of principal of or interest, if any, on the Security on or after
the respective due dates expressed or provided for in the Security, or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of the Holder.

SECTION 6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(i) or (ii) occurs and is continuing with respect to
Securities of any series, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal (or such portion of the principal as may be specified as due upon
acceleration at that time in the terms of that series of Securities) and accrued
interest, if any, remaining unpaid on the outstanding Securities of that series,
together with (to the extent lawful) interest on overdue principal and interest,
and such further amount as shall be sufficient to cover the costs and, to the
extent lawful, expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and
any other amounts due the Trustee under Section 7.07.

SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Holders allowed in
any judicial proceeding relative to the Company (or any other obligor upon the
Securities), its creditors or its property and shall be entitled and empowered
to collect and receive any moneys or other property payable or deliverable on
any such claims and to distribute the same, and any custodian in any such
judicial proceedings 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 to
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 7.07. 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 the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

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SECTION 6.10. Priorities. If the Trustee collects any money
pursuant to this Article VI, it shall pay out the money in the following order:

FIRST: to the Trustee, its agents and attorneys for amounts due under
Section 7.07, including payment of all compensation, expense and
liabilities incurred, and all advances made by the trustee and the costs
and expenses of collection;

SECOND: to Holders of any particular series of Securities for
amounts due and unpaid on the Securities of such series for principal and
interest, if any, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Securities of such series
for principal and interest, respectively; and

THIRD: to the Company or any other obligors on the Securities of that
series, as their interests may appear, or as a court of competent
jurisdiction may direct.

The Trustee, upon prior written notice to the Company, may fix a
record date and payment date for any payment to Holders pursuant to this Section
6.10. The Trustee shall notify the Company in writing reasonably in advance of
any such record date and payment date.

SECTION 6.11. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as a Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in the suit, having due regard to the merits and
good faith of the claims or defenses made by the party litigant. This Section
6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.07 or a suit by Holders of more than 10% in principal amount of the
outstanding Securities of that series.

ARTICLE VII

TRUSTEE

SECTION 7.01. Duties of Trustee. (a) If an Event of Default has
occurred and is continuing, 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 person would exercise or use under the
circumstances in the conduct of such person's own affairs.

(b) Except during the continuance of an Event of Default: (1) the
Trustee need perform only those duties that are specifically set forth in this
Indenture or the TIA, 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

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and conforming to the requirements of this Indenture. However, in the case of
any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall examine the
certificates and opinions to determine whether or not, on their face, they
conform to the requirements of this Indenture.

(c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own wilful misconduct
except that: (1) this paragraph does not limit the effect of paragraph (b) of
this Section 7.01, (2) the Trustee shall not be liable for any error of judgment
made in good faith by a Trust Officer or other officer, unless it is proved that
the Trustee was negligent in ascertaining the pertinent facts and (3) the
Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section
6.05.

(d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), (c) and (e) of this Section 7.01.

(e) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee may refuse to
perform any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability, cost or expense (including,
without limitation, reasonable fees of counsel).

(f) The Trustee shall not be obligated to pay interest on any money
or other assets received by it unless otherwise agreed in writing with the
Company. Assets held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.

SECTION 7.02. Rights of Trustee. Subject to TIA Section 315(a)
through (d):

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

(b) Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel, or both. The Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance
on the Officers' Certificate or Opinion of Counsel.

(c) The Trustee may act through attorneys and agents and shall not
be responsible for the misconduct or negligence of any attorney or agent
appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within the rights or
powers conferred upon it by this Indenture, unless the Trustee's conduct
constitutes negligence.
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(e) The Trustee may consult with counsel of its selection and the
advice of such counsel as to matters of law shall be full and complete
authorization and protection in respect of any action taken, omitted or suffered
by it hereunder in good faith and in accordance with the advice or opinion of
such counsel.

(f) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

SECTION 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or an Affiliate of the Company with the
same rights it would have if it were not Trustee. Any Agent may do the same
with like rights. However, the Trustee is subject to Sections 7.10 and 7.11.

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

SECTION 7.05. Notice of Defaults. If a Default or Event of Default
with respect to the Securities of any series occurs and is continuing, and if it
is known to the Trustee, the Trustee shall mail to Holders a notice of the
Default or Event of Default within 90 days after the occurrence thereof. Except
in the case of a Default or Event of Default in payment of any such Security,
the Trustee may withhold the notice if and so long as it in good faith
determines that withholding the notice is in the interests of the Holders.

SECTION 7.06. Reports by Trustee to Holders. The Trustee shall
transmit to Holders such reports concerning the Trustee and its actions under
this Indenture as may be required by TIA Section 3.13 at the times and in the
manner provided by the TIA, which shall initially be not less than every twelve
months commencing on and may be dated as of a date up to 75 days prior to such
transmission.

A copy of each report at the time of its mailing to Holders shall be
filed with the SEC, if required, and each stock exchange, if any, on which the
Securities are listed. The Company shall promptly notify the Trustee when the
Securities of any series are listed on any stock exchange.

SECTION 7.07. Compensation and Indemnity. The Company shall pay to
the Trustee from time to time such compensation as shall be agreed in writing
between the Company and the Trustee for its services hereunder. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee upon request for all
reasonable disbursements, advances and expenses incurred by it, including in
particular, but without limitation, those incurred in connection with the
enforcement of any remedies hereunder.

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Such expenses may include the reasonable fees and out-of-pocket expenses of the
Trustee's agents and counsel.

Except as set forth in the next paragraph, the Company shall indemnify
and hold harmless the Trustee against any and all loss and liability incurred by
it arising out of or in connection with the acceptance or administration of the
trust under this Indenture. The Trustee shall notify the Company promptly of
any claim for which it may seek indemnity. The Company shall defend such claim
and the Trustee shall cooperate in such defense. The Trustee may have separate
counsel and the Company shall pay the reasonable fees and out-of-pocket expenses
of such counsel.

The Company need not reimburse any expense or indemnify against any
loss, liability, cost or expense incurred by the Trustee through negligence,
wilful misconduct or bad faith.

To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay the principal of
and interest on particular Securities. Such obligations shall survive the
satisfaction and discharge of the Indenture.

When the Trustee incurs expenses or renders services after an Event of
Default specified in clause (iv) or (v) of Section 6.01 occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

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

The Trustee may resign and be discharged from the trust hereby created
with respect to one or more or all series of Securities by so notifying the
Company in writing. The Holders of a majority in principal amount of the then
outstanding Securities of any series may remove the Trustee with respect to
that series by so notifying the Trustee and the Company in writing. The
Company may remove the Trustee with respect to one or more or all series of
Securities if: (i) the Trustee fails to comply with Section 7.10 or TIA
Section 310; (ii) the Trustee is adjudged a bankrupt or an insolvent or an
order for relief is entered with respect to the Trustee under any Bankruptcy
Law; (iii) a Custodian or public officer takes charge of the Trustee or its
property; or (iv) the Trustee becomes incapable of acting.

If, as to any series of Securities, the Trustee resigns or is removed
or if a vacancy exists in the office of the Trustee for any reason, the Company
shall promptly appoint a successor Trustee for that series of Securities. The
Trustee shall be entitled to payment of its fees and reimbursement of its
expenses while acting as Trustee. Within one year after the successor Trustee
takes office, the Holders of at least a majority in principal amount of then
outstanding Securities of that series may appoint a successor Trustee to replace
the successor Trustee appointed by the Company.

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Any Holder of Securities of that series may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee if the Trustee fails to comply with Section 7.10.

A successor Trustee as to any series of Securities shall deliver a
written acceptance of its appointment to the retiring Trustee and to the
Company. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. The Company shall mail a
notice of the successor Trustee's succession to the Holders. The retiring
Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided for in Section 7.07.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
Company's obligations under Section 7.07 hereof shall continue for the benefit
of the retiring Trustee with respect to expenses, losses and liabilities
incurred by it prior to such replacement.

In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and 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) shall contain such provisions as shall be 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 or desirable to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee; provided,
however, that nothing herein or in such supplemental Indenture shall constitute
such Trustees to be co-trustees of the same trust and that each such Trustee
shall be trustee of a trust hereunder separate and apart from any trust
hereunder administered by any other such Trustee.

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.

SECTION 7.09. Successor Trustee by Merger, Etc. Subject to Section
7.10, if the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another corporation
or national banking association, the successor entity without any further act
shall be the successor Trustee as to that series of Securities.

SECTION 7.10. Eligibility; Disqualification. Each series of
Securities shall always have a Trustee who satisfies the requirements of TIA
Section 310(a)(1), (2) and (5). The Trustee

as to any series of Securities shall always have a combined capital and surplus
of at least $100 million as set forth in its most recent published annual report
of condition. The Trustee is subject to TIA Section 310(b).

SECTION 7.11. Preferential Collection of Claims Against the Company.
The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

ARTICLE VIII

DISCHARGE OF INDENTURE

SECTION 8.01. Satisfaction and Discharge of Indenture. This
Indenture shall 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

(a) either

(i) all Securities theretofore authenticated and delivered (other
than Securities that have been destroyed, lost or stolen and that have
been replaced or paid) have been delivered to the Trustee for
cancellation; or

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

(1) have become due and payable, or

(2) will become due and payable at their stated maturity within
one year, or

(3) 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, or

(4) are deemed paid and discharged pursuant to Section 8.03, as
applicable;

and the Company, in the case of (1), (2) or (3) above, has deposited
or caused to be deposited with the Trustee as trust funds in trust an
amount sufficient for the purpose of paying and discharging the entire
indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, for principal and interest to the date of
such deposit (in the case of Securities which have become due and
payable on or prior to
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the date of such deposit) or to the stated maturity or redemption
date, as the case may be;

(b) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

(c) 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 7.07, and, if money
shall have been deposited with the Trustee pursuant to clause (a) of this
Section or if money or obligations shall have been deposited with or received by
the Trustee pursuant to Section 8.03, the obligations of the Trustee under
Section 8.02 and Section 8.05 shall survive.

SECTION 8.02. Application of Trust Funds; Indemnification.

(a) Subject to the provisions of Section 8.05, all money deposited
with the Trustee pursuant to Section 8.01, all money and U.S. Government
Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04 and all
money received by the Trustee in respect of U.S. Government Obligations
deposited with the Trustee pursuant to Section 8.03 or 8.04, 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 interest for
whose payment such money has been deposited with or received by the Trustee or
to make mandatory sinking fund payments or analogous payments as contemplated by
Sections 8.03 and 8.04.

(b) The Company shall pay and shall indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against U.S. Government
Obligations deposited pursuant to Sections 8.03 or 8.04 or the interest and
principal received in respect of such obligations other than any payable by or
on behalf of Holders.

(c) The Trustee shall deliver or pay to the Company from time to time
upon the request of the Company any U.S. Government Obligations or money held by
it as provided in Sections 8.03 or 8.04 which, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, are then in excess of
the amount thereof which then would have been required to be deposited for the
purpose for which such U.S. Government Obligations or money were deposited or
received. This provision shall not authorize the sale by the Trustee of any U.S.
Government Obligations held under this Indenture.

SECTION 8.03. Legal Defeasance of Securities of any Series. Unless
this Section 8.03 is otherwise specified to be inapplicable to Securities of any
series, the Company shall be deemed to have paid and discharged the entire
indebtedness on all the outstanding Securities of any such series on the 91st
day after the date of the deposit referred to in subparagraph (d) hereof, and
the provisions of this Indenture, as it relates to such outstanding Securities
of such series, shall no longer be in effect (and the Trustee, at the expense of
the Company, shall, upon the request of the Company, execute proper instruments
acknowledging the same), except as to:

(i) the rights of Holders of Securities of such series to receive,
from the trust funds described in subparagraph (d) hereof, (x) payment of the
principal of an each installment of principal of or interest on the outstanding
Securities of such series on the stated maturity of such principal of or
interest and (y) the benefit of any mandatory sinking fund payments applicable
to the Securities of such series on the day on which such payments are due and
payable in accordance with the terms of this Indenture and the Securities of
such series;

(ii) the Company's obligations with respect to such Securities of
such series under Sections 2.03, 2.06 and 2.07; and

(iii) the rights, powers, trust and immunities of the Trustee
hereunder and the duties of the Trustee under Section 8.02 and the duty of the
Trustee to authenticate Securities of such series issued on registration of
transfer of exchange;

provided that, the following conditions shall have been satisfied:

(a) the Company shall have deposited or caused to be deposited
irrevocably with the Trustee as trust funds in trust for the purpose of making
the following payments, specifically pledged as security for and dedicated
solely to the benefit of the Holders of such Securities, cash in U.S. Dollars
and/or U.S. Government Obligations which through the payment of interest and
principal in respect thereof, in accordance with their terms, will provide (and
without reinvestment and assuming no tax liability will be imposed on such
Trustee), not later than one day before the due date of any payment of money, an
amount in cash, 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 each installment of principal
(including mandatory sinking fund or analogous payments) of and interest, if
any, on all the Securities of such series on the dates such installments of
interest or principal are due;

(b) such deposit will not result in a breach or violation of, or
constitute a default under, this Indenture;

(c) no Default or Event of Default with respect to the Securities of
such series shall have occurred on the date of such deposit and 91 days shall
have passed after the deposit has been made, and, during such 91 day period, no
Default specified in Section 6.01(iv) or (v) with respect to the Company occurs
which is continuing at the end of such period;

(d) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel to the effect that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (ii) since the date of execution of this Indenture, there has
been a change in the applicable Federal income tax law, in either case to the
effect that, and based thereon such Opinion of Counsel shall confirm that, the
Holders of the Securities of such series will not recognize income, gain or loss
for Federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to Federal income tax on the same amount and in
the same manner and at the same times as would have been the case if such
deposit, defeasance and discharge had not occurred;

(e) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders of the Securities of such series over any other
creditors of the Company or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company;

(f) such deposit shall not result in the trust arising from such
deposit constituting an investment company (as defined in the Investment Company
Act of 1940, as amended), or such trust shall be qualified under such Act or
exempt from regulation thereunder; and

(g) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the defeasance contemplated by this Section
have been complied with.

SECTION 8.04. Covenant Defeasance. Unless this Section 8.04 is
otherwise inapplicable to Securities of any series, on and after the 91st day
after the date of the deposit referred to in subparagraph (a) hereof, the
Company may omit to comply with any term, provision or condition set forth under
Sections 4.03, 4.04, 4.05, 4.07 and 4.08 as well as any additional
covenants contained in a supplemental indenture hereto for a particular series
of Securities or a Board Resolution or an Officers' Certificate delivered
pursuant to Section 2.01 (and the failure to comply with any such provisions
shall not constitute a Default or Event of Default under Section 6.01) and the
occurrence of any event described in clause (e) of Section 6.01 shall not
constitute a Default or Event of Default hereunder, with respect to the
Securities of such series, provided that the following conditions shall have
been satisfied:

(a) With reference to this Section 8.04, the Company has deposited or
caused to be irrevocably deposited (except as provided in Section 8.03) with the
Trustee as trust funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities, cash in U.S.
Dollars and/or U.S. Government Obligations which through the payment of interest
and principal in respect thereof, in accordance with their terms, will provide
(and without reinvestment and assuming no tax liability will be imposed on such
Trustee), not later than one day before the due date of any payment of money, an
amount in cash, sufficient, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written certification
thereof delivered to the Trustee, to pay principal and interest, if any, on and
any

mandatory sinking fund in respect of the Securities of such series on the dates
such installments of interest or principal are due;

(b) Such deposit will not result in a breach or violation of, or
constitute a default under, this Indenture;

(c) No Default or Event of Default with respect to the Securities of
such series shall have occurred on the date of such deposit and 91 days shall
have passed after the deposit has been made, and, during such 91 day period, no
Default specified in Section 6.01(iv) or (v) with respect to the Company occurs
which is continuing at the end of such period;

(d) The Company shall have delivered to the Trustee an Opinion of
Counsel confirming that Holders of the Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of
such deposit and defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred;

(e) The Company shall have delivered to the Trustee an Officers'
Certificate stating the deposit was not made by the Company with the intent of
preferring the Holders of the Securities of such series over any other creditors
of the Company or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company; and

(f) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the defeasance contemplated by this
Section have been complied with.

SECTION 8.05. Repayment to Company. The Trustee and the Paying Agent
shall pay to the Company upon request any money held by them for the payment of
principal or interest that remains unclaimed for two years after the date upon
which such payment shall have become due. After payment to the Company, Holders
entitled to the money must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another Person.

ARTICLE IX

AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01. Without Consent of Holders. The Company and the Trustee
may amend this Indenture or the Securities without the consent of any Holder:
(i) to cure any ambiguity, defect or inconsistency or make any change required
to qualify the Indenture under the TIA, provided that such change does not
adversely affect the rights hereunder of any Holder in any material respect;
(ii) to comply with Section 5.01; (iii) to provide for uncertificated
Securities in addition to certificated Securities; (iv) to make any change
that does not adversely affect in any material respect the rights hereunder of
any
39

Holder; (v) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided, however,
that any such addition, change or elimination (A) shall neither (i) apply to any
Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor (ii) modify the
rights of the holder of any such security with respect to such provision or (B)
shall become effective only when there is no outstanding Security of any series
created prior to the execution of such supplemental indenture and entitled to
the benefit of such provisions; or (vi) to establish additional series of
Securities as permitted by Section 2.01.

SECTION 9.02. With Consent of Holders. The Company and the Trustee as
to any series of Securities may amend this Indenture or the Securities of that
series or waive compliance in any particular instance with any provision of this
Indenture or the Securities of that series, in each case with the written
consent of the Holders of at least a majority in principal amount of the then
outstanding Securities of that series.

Without the consent of each Holder affected, an amendment or waiver
under this Section may not: (i) reduce the principal amount of Securities, whose
Holders must consent to an amendment or waiver; (ii) reduce the rate of or
change the time for payment of interest on any Security; (iii) change the date
on which any Security may be subject to redemption or repurchase, or reduce the
redemption or repurchase price therefor; (iv) make any Security payable in
currency other than that stated in the Security; or (v) make any change in
Section 6.04, 6.07 or this sentence.

It shall not be necessary for the consent of the Holders under this
Section to approve the particular form of any proposed amendment or waiver, but
it shall be sufficient if such consent approves the substance thereof.

An amendment or waiver under this Section which waives, 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.

The Company will mail supplemental indentures to Holders upon request.
Any failure of the Company to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such supplemental
indenture or waiver.

SECTION 9.03. Compliance with Trust Indenture Act. Every amendment to
this Indenture or the Securities shall be set forth in a supplemental indenture
that complies with the TIA as then in effect.

SECTION 9.04. Revocation and Effect of Consents. Until an amendment
or waiver becomes effective, a consent to it by a Holder of a Security is a
continuing consent by the Holder and every subsequent Holder of a Security or
portion of a Security that evidences the same debt as the consenting Holder's
Security, even if notation of the consent is not made on any Security; provided,
however, that unless a record date shall have been established pursuant to
Section 2.14, any such Holder or subsequent Holder may revoke the consent as
to his Security or portion of a Security if the Trustee receives written notice
of revocation before the date the amendment or waiver becomes effective. An
amendment or waiver becomes effective on receipt by the Trustee of consents from
the Holders of the requisite percentage principal amount of the outstanding
Securities of any series, and thereafter shall bind every Holder of Securities
of that series.

SECTION 9.05. Notation on or Exchange of Securities. If an amendment
or waiver changes the terms of a Security: (a) the Trustee may require the
Holder of the Security to deliver such Security to the Trustee, the Trustee may
place an appropriate notation on the Security about the changed terms and return
it to the Holder and the Trustee may place an appropriate notation on any
Security thereafter authenticated; or (b) if the Company or the Trustee so
determines, the Company in exchange for the Security shall issue and the Trustee
shall authenticate a new Security that reflects the changed terms.

SECTION 9.06. Trustee to Sign Amendment, etc. The Trustee shall sign
any amendment authorized pursuant to this Article IX if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may, but need not sign it. In signing or refusing to
sign such amendment, the Trustee shall be entitled to receive and shall be fully
protected in relying upon an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that such amendment is authorized or permitted by this
Indenture.

ARTICLE X

MISCELLANEOUS

SECTION 10.01. Trust Indenture Act Controls. This Indenture is subject
to the provisions of the TIA which are required to be part of this Indenture,
and shall, to the extent applicable, be governed by such provisions.

SECTION 10.02. Notices. Any notice or communication to the Company or
the Trustee is duly given if in writing and delivered in person or mailed by
first-class mail to the address set forth below:

If to the Company:

Xxxx Corporation

35
00000 Xxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000

Attention of Chief Financial Officer

with a copy to:

Winston & Xxxxxx
00 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000

Attention of Xxxx X. XxxXxxxxx, Esq.

If to the Trustee:

Attention:

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

Any notice or communication to a Holder shall be mailed by first-class
mail to his address shown on the register kept by the Registrar. Failure to
mail a notice or communication to a Holder or any defect in such notice or
communication shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed or sent in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it, except that notice to the Trustee shall only be effective upon
receipt thereof by the Trustee.

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

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

SECTION 10.04. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee: (i) an Officers'
Certificate (which shall include the statements set forth in Section 10.05)
stating that, in the opinion of the signers, all conditions precedent and

covenants, if any, provided for in this Indenture relating to the proposed
action have been complied with; and (ii) an Opinion of Counsel (which shall
include the statements set forth in Section 10.05) stating that, in the opinion
of such counsel, all such conditions precedent and covenants have been complied
with.

SECTION 10.05. Statements Required in Certificate or Opinion. Each
certificate (other than certificates provided pursuant to Section 4.04) or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture shall include: (i) a statement that the person making such
certificate or opinion has read such covenant or condition; (ii) 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; (iii) a statement that, in the opinion of such person, he or she has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (iv) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with; provided, however,
that with respect to matters of fact, an Opinion of Counsel may rely on an
Officers' Certificate or certificate of public officials.

SECTION 10.06. Rules by Trustee and Agents. The Trustee may make
reasonable rules for action by or for a meeting of Holders. The Registrar or
Paying Agent may make reasonable rules and set reasonable requirements for its
functions.

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

SECTION 10.08. Duplicate Originals. The parties may sign any number
of copies of this Indenture. One signed copy is enough to prove this Indenture.

SECTION 10.09. Governing Law. The internal laws of the State of New
York shall govern this Indenture and the Securities, without regard to the
conflicts of law rules thereof.

SECTION 10.10. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or any subsidiary. Any such indenture, loan or debt agreement
may not be used to interpret this Indenture.

SECTION 10.11. Successors. All agreements of the Company in this
Indenture and the Securities shall bind their respective successors. All
agreements of the Trustee in this Indenture shall bind its successor.

SECTION 10.12. Severability. In case any provision in this Indenture
or in the Securities 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 10.13. Counterpart Originals. This Indenture may be signed in
one or more counterparts. Each signed copy shall be an original, but all of
them together represent the same agreement.

XXXX CORPORATION,

by______________________________

Dated:

___________________________, as
Trustee,

by______________________________
Authorized Signatory

Dated:

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INDENTURE Dated as of , 199 ------------- -- between LEAR CORPORATION, as Issuer and -----------------------, as Trustee Senior Notes

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