ARTICLE THREE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 3.01. Amount Unlimited; Issuable in Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 3.02....

1
EXHIBIT 4.4

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UNITED COMPANIES FINANCIAL CORPORATION

THE BANK OF NEW YORK,

Trustee

__________

Indenture

Dated as of February 19, 1997

__________

Subordinated Debt Securities

================================================================================
2
Reconciliation and tie between Trust Indenture Act of 1939
and Indenture, dated as of February 19, 1997

Trust Indenture Act Section Indenture Section
--------------------------- -----------------

Section 310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.09
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.09
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.09
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.08, 6.10
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.13(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.13(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01, 7.02(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.02(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.02(c)
Section 313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.03(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.03(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.03(a), 7.03(c)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.03(d)
Section 314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.04, 12.02
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.02
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.02
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.02
Section 315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01(a), 6.01(c)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.02, 7.03(a)(7)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01(b)
(d)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01(a)
(d)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01(c)(2)
(d)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01(c)(3)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.14
Section 316(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.02, 5.12
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.13
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.08
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.03
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.04
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.04
Section 318 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.06

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

Note: This reconciliation and tie shall not, for any purpose, be deemed to
be a part of the Indenture.
3

TABLE OF CONTENTS

Page
----

ARTICLE ONE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.02. Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 1.03. Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 1.04. Notices, etc., to Trustee and Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 1.05. Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 1.06. Conflict with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 1.07. Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 1.08. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 1.09. Separability Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 1.10. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 1.11. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 1.12. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 1.13. No Security Interest Created . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 1.14. Liability Solely Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE TWO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 2.01. Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 2.02. Form of Trustee's Certificate of
Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 2.03. Securities in Global Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE THREE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 3.01. Amount Unlimited; Issuable in Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 3.02. Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 3.03. Execution, Authentication, Delivery and
Dating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 3.04. Temporary Debt Securities; Exchange of
Temporary Global Notes for Definitive
Bearer Securities; Global Notes
Representing Registered Securities . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 3.05. Registration, Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 3.06. Mutilated, Destroyed, Lost and Stolen
Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 3.07. Payment of Interest; Interest Rights
Preserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

Section 3.08. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 3.09. Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 3.10. Currency of Payments in Respect of Debt
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 3.11. Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 3.12. Exchange Upon Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 3.13. CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

ARTICLE FOUR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 4.01. Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 4.02. Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE FIVE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 5.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 5.02. Acceleration of Maturity; Rescission and
Annulment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 5.03. Collection of Indebtedness and Suits for
Enforcement by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 5.04. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 5.05. Trustee May Enforce Claims Without Possession of Debt Securities . . . . . . . . . . . . . . 59
Section 5.06. Application of Money Collected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 5.07. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest . . . . . . . . . . 61
Section 5.09. Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 5.10. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 5.11. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 5.12. Control by Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 5.13. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 5.14. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 5.15. Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

ARTICLE SIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 6.01. Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 6.02. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 6.03. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 6.04. Not Responsible for Recitals or Issuance of Debt Securities . . . . . . . . . . . . . . . . . 67
Section 6.05. May Hold Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 6.06. Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Section 6.07. Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Section 6.08. Disqualification; Conflicting Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

Section 6.09. Corporate Trustee Required; Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 6.10. Resignation and Removal; Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . 77
Section 6.11. Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Section 6.12. Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . . . . 80
Section 6.13. Preferential Collection of Claims Against Company . . . . . . . . . . . . . . . . . . . . . . 80
Section 6.14. Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

ARTICLE SEVEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
Section 7.01. Company to Furnish Trustee Names and Addresses of Holders . . . . . . . . . . . . . . . . . . 89
Section 7.02. Preservation of Information; Communication to Holders . . . . . . . . . . . . . . . . . . . . 89
Section 7.03. Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
Section 7.04. Reports by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

ARTICLE EIGHT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
Section 8.01. Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
Section 8.02. Proof of Ownership; Proof of Execution of Instruments by Holder . . . . . . . . . . . . . . . 95
Section 8.03. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
Section 8.04. Revocation of Consents; Future Holders Bound . . . . . . . . . . . . . . . . . . . . . . . . 96

ARTICLE NINE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
Section 9.01. Purposes of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
Section 9.02. Call of Meetings by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
Section 9.03. Call of Meetings by Company or Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
Section 9.04. Qualifications for Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
Section 9.05. Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
Section 9.06. Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
Section 9.07. No Delay of Rights by Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100

ARTICLE TEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100

ARTICLE ELEVEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
Section 11.01. Supplemental Indentures Without Consent of Holders . . . . . . . . . . . . . . . . . . . . . 100

Section 11.02. Supplemental Indentures With Consent of Holders. . . . . . . . . . . . . . . . . . . . . . . 102
Section 11.03. Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
Section 11.04. Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
Section 11.05. Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
Section 11.06. Reference in Debt Securities to Supplemental Indentures . . . . . . . . . . . . . . . . . . 104
Section 11.07. Notice of Supplemental Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
Section 11.08. Effect on Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105

ARTICLE TWELVE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
Section 12.01. Payment of Principal, Premium and Interest . . . . . . . . . . . . . . . . . . . . . . . . . 105
Section 12.02. Officer's Certificate as to Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
Section 12.03. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
Section 12.04. Money for Debt Securities; Payments to Be Held in Trust . . . . . . . . . . . . . . . . . . 108
Section 12.05. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
Section 12.06. Purchase of Debt Securities by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
Section 12.07. Waiver of Certain Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110

ARTICLE THIRTEEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
Section 13.01. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
Section 13.02. Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
Section 13.03. Selection by Trustee of Debt Securities to Be Redeemed . . . . . . . . . . . . . . . . . . . 111
Section 13.04. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
Section 13.05. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
Section 13.06. Debt Securities Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . 114
Section 13.07. Debt Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115

ARTICLE FOURTEEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
Section 14.01. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
Section 14.02. Satisfaction of Mandatory Sinking Fund Payments with Debt Securities . . . . . . . . . . . . 116
Section 14.03. Redemption of Debt Securities for Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . 116

ARTICLE FIFTEEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
Section 15.01. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119
Section 15.02. Defeasance Upon Deposit of Moneys or U.S. Government Obligations . . . . . . . . . . . . . . 119

Section 15.03. Deposited Moneys and U.S. Government Obligations to Be Held in Trust . . . . . . . . . . . . 121
Section 15.04. Repayment to Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122

ARTICLE SIXTEEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
Section 16.01 Agreement to Subordinate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
Section 16.02. Distribution on Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123
Section 16.03. No Payment on Debt Securities in Event of Default on Senior Indebtedness . . . . . . . . . . 125
Section 16.04. Payments on Debt Securities Permitted . . . . . . . . . . . . . . . . . . . . . . . . . . . 126
Section 16.05. Authorization of Holders to Trustee to Effect Subordination . . . . . . . . . . . . . . . . 126
Section 16.06. Notices to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126
Section 16.07. Trustee as Holder of Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . 127
Section 16.08. Modifications of Terms of Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . 128
Section 16.09. Reliance on Judicial Order or Certificate of Liquidating Agent . . . . . . . . . . . . . . . 128
Section 16.10. Article Sixteen Not to Prevent Events of Default . . . . . . . . . . . . . . . . . . . . . . 129
Section 16.11. Certain Conversions Not Deemed Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . 129

ARTICLE SEVENTEEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129
Section 17.01. Applicability; Conversion Privilege . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129
Section 17.02 Conversion Procedure; Conversion Price; Fractional Shares . . . . . . . . . . . . . . . . . 130
Section 17.03. Adjustment of Conversion Price for Common Stock . . . . . . . . . . . . . . . . . . . . . . 132
Section 17.04. Consolidation or Merger of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 136
Section 17.05. Notice of Adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137
Section 17.06. Notice in Certain Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137
Section 17.07. Company To Reserve Stock; Registration; Listing . . . . . . . . . . . . . . . . . . . . . . 138
Section 17.08. Taxes on Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139
Section 17.09. Conversion After Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140
Section 17.10. Company Determination Final . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140
Section 17.11. Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140

INDENTURE dated as of February 19, 1997, between UNITED
COMPANIES FINANCIAL CORPORATION, a Louisiana corporation (hereinafter called
the "Company"), having its principal executive office at 0000 Xxxxx Xxxx, Xxxxx
Xxxxx, Xxxxxxxxx 00000 and The Bank of New York, a New York banking
corporation, as trustee (hereinafter called the "Trustee"), having its
principal office at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

RECITALS OF THE COMPANY

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

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

Section 1.01. Definitions

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

(1) the terms defined in this Article have the meanings
assigned to them in this Article, and include the plural as well as
the singular;
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(2) all other terms used herein which are defined in the
Trust Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;

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

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

Certain terms, used principally in Article Three or Article Six, are defined in
those respective Articles.

"Act" when used with respect to any Holder, has the meaning
specified in Section 8.01.

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

"Affiliated Corporation" means any corporation which is
controlled by the Company but which is not a Subsidiary of the Company
pursuant to the definition of the term "Subsidiary."

"Authenticating Agent" has the meaning specified in Section
6.14.
10
"Authorized Newspaper" means a newspaper or financial journal
in an official language of the country of publication customarily
published at least once a day, and customarily published for at least
five days in each calendar week, and of general circulation in the
place in connection with which the term is used or in the financial
community of such place. Where successive publications are required
to be made in Authorized Newspapers, the successive publications may
be made in the same or in different newspapers in the same city
meeting the foregoing requirements and in each case on any Business
Day in such city.

"Bearer Security" means any Debt Security (with or without
Coupons), in the form established pursuant to Section 2.01, which is
payable to bearer (including any Global Note payable to bearer) and
title to which passes by delivery only, but does not include any
Coupons.

"Board of Directors" means either the board of directors of
the Company, or any committee of that board duly authorized to act
hereunder or any director or directors and/or officer or officers of
the Company to whom that board or committee shall have delegated its
authority.

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

"Business Day" when used with respect to any Place of Payment
or any other particular location referred to in this Indenture or in
the Debt Securities means any day which is not a Saturday, a Sunday or
a legal holiday or a day on which banking institutions or trust
companies in that Place of Payment or other location are authorized or
obligated by law to close, except as otherwise specified pursuant to
Section 3.01.

"CEDEL" means Cedel S.A.

"Closing Price" means with respect to the shares of Common
Stock on any day, (i) the last reported sales price regular way or, in
case no such reported sale takes place on such day, the average of the
reported closing bid and ask prices regular way, in either case on the
New York Stock Exchange, or (ii) if the shares of Common Stock are not
listed or admitted to trading on the New York Stock Exchange, the last
reported sales price regular way, or in case no such reported sale
takes place on such day, the average of the reported closing bid and
asked prices regular way, on the principal national securities exchange
on which the shares of Common Stock are listed or admitted to trading,
or (iii) if the shares of Common Stock are not listed or admitted to
trading on any national securities exchange, the average of the closing
bid and asked prices as furnished by any New York Stock Exchange member
firm selected from time to time by the Company for that purpose.

"Code" means the Internal Revenue Code of 1986, as amended and
as in effect on the date hereof.

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

"Common Depositary" has the meaning specified in Section
3.04(b).

"Common Stock" means the class of Common Stock, par value
$2.00 per share, of the Company authorized at the date of this
Indenture as originally signed or any other class of stock resulting
from successive changes or reclassifications of such Common Stock and
which does not have any priority in the payment of dividends or upon
liquidation over any other class of stock and which is not subject to
redemption by the Company; provided that if Debt Securities
convertible into Common Stock are outstanding at the time of such
successive changes or reclassifications and there shall be more than
one such resulting class of stock, the shares of each resulting class
then so issuable shall be substantially in the proportion which the
total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such
classes resulting from all such reclassifications.

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

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5

"Company Request" and "Company Order" mean, respectively, a
written request or order signed in the name of the Company by any two
of the Chairman, a Vice Chairman, the President, the Chief Financial
Officer, an Executive Vice President, the Treasurer, the Controller or
the Secretary of the Company, and delivered to the Trustee.

"Component Currency" has the meaning specified in Section
3.10(i).

"Conversion Agent" means any Person authorized by the Company
to receive Debt Securities to be converted into Common Stock on behalf
of the Company. The Company initially authorizes the Trustee to act
as Conversion Agent for the Debt Securities on its behalf. The
Company may at any time and from time to time authorize one or more
Persons to act as Conversion Agent in addition to or in place of the
Trustee with respect to any series of Debt Securities issued under
this Indenture.

"Conversion Date" has the meaning specified in Section
3.10(e).

"Conversion Event" means the cessation of (i) a Foreign
Currency to be used both by the government of the country which issued
such Currency and for the settlement of transactions by public
institutions of or within the international banking community, (ii)
the ECU to be used both within the European Monetary System and for
the settlement of transactions by public institutions of or within the
European Communities or (iii) any Currency unit other than the ECU to
be used for the purposes for which it was established.

"Conversion Price" means, with respect to any series of Debt
Securities which are convertible into Common Stock, the price per
share of Common Stock at which the Debt Securities of such series are
so convertible, as specified pursuant to Section 3.01 with respect to
such series, as such price may be adjusted from time to time in
accordance with Section 17.03.

"Corporate Trust Office" means the principal corporate trust
office of the Trustee at which at any particular time its corporate
trust business shall be administered, which office at the date of
execution of this instrument is located at 000 Xxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000.

13
6

"Corporation" includes corporations, associations, companies
(including joint stock companies and limited liability companies) and
business trusts.

"Coupon" means any interest coupon appertaining to any Debt
Security.

"Coupon Security" means any Bearer Security authenticated and
delivered with one or more Coupons appertaining thereto.

"Currency" means Dollars or Foreign Currency or Currency unit.

"Currency Determination Agent" means the New York Clearing
House bank, if any, from time to time selected by the Company pursuant
to Section 3.01; provided that such agent shall accept such
appointment in writing and the terms of such appointment shall be
acceptable to the Company and shall, in the opinion of the Company and
the Trustee at the time of such appointment, require such agent to
make the determinations required by this Indenture by a method
consistent with the method provided in this Indenture for the making
of such decision or determination.

"Current Market Price" on any date means the average of the
daily Closing Prices per share of Common Stock for any thirty (30)
consecutive Trading Days selected by the Company prior to the date in
question, which thirty (30) consecutive Trading Day period shall not
commence more than forty-five (45) Trading Days prior to the day in
question; provided that with respect to Section 17.03(3), the "Current
Market Price" of the Common Stock shall mean the average of the daily
Closing Prices per share of Common Stock for the five (5) consecutive
Trading Days ending on the date of the distribution referred to in
Section 17.03(3) (or if such date shall not be a Trading Day, on the
Trading Day immediately preceding such date).

"Currency unit" means a composite currency or currency unit
the value of which is determined by reference to the value of the
currencies of any group of countries.

14
7

"Debt Securities" has the meaning stated in the first recital
of this Indenture and more particularly means any Debt Securities
(including any Global Notes) authenticated and delivered under this
Indenture.

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

"Discharged" has the meaning specified in Section 15.02.

"Discount Security" means any Debt Security which is issued
with "original issue discount" within the meaning of Section 1273(a)
of the Code and the regulations thereunder.

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

"Dollar Equivalent of the Currency unit" has the meaning
specified in Section 3.10(h).

"Dollar Equivalent of the Foreign Currency" has the meaning
specified in Section 3.10(g).

"ECU" means the European Currency Unit as defined and revised
from time to time by the Council of the European Communities.

"Election Date" has the meaning specified in Section 3.10(i).

"Euro-clear Operator" means Xxxxxx Guaranty Trust Company of
New York, Brussels office, or its successor as operator of the
Euro-clear System.

"European Communities" means the European Economic Community,
the European Coal and Steel Community and the European Atomic Energy
Community.

"European Monetary System" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of
the European Communities.

15
8

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

"Exchange Date" has the meaning specified in Section 3.04(b).

"Exchange Rate Officer's Certificate" means a telex or a
certificate setting forth (i) the applicable Market Exchange Rate and
(ii) the Dollar, Foreign Currency or Currency unit amounts of
principal, premium, if any, and any interest respectively (on an
aggregate basis and on the basis of a Debt Security having the lowest
denomination principal amount determined in accordance with Section
3.02 in the relevant Currency or Currency unit), payable on the basis
of such Market Exchange Rate sent (in the case of a telex) or signed
(in the case of a certificate) by the Treasurer or any Assistant
Treasurer of the Company.

"Fixed Rate Security" means a Debt Security which provides for
the payment of interest at a fixed rate.

"Floating Rate Security" means a Debt Security which provides
for the payment of interest at a variable rate determined periodically
by reference to an interest rate index or any other index specified
pursuant to Section 3.01.

"Foreign Currency" means a currency issued by the government
of any country other than the United States.

"Global Note" means a Registered or Bearer Security evidencing
all or part of a series of Debt Securities, including, without
limitation, any temporary or permanent Global Note.

"Holder" means, with respect to a Registered Security, the
Registered Holder, and with respect to a Bearer Security or a Coupon,
the bearer thereof.

"Indebtedness" means (1) any liability of any Person (a) for
borrowed money, or (b) evidenced by a bond, note, debenture or similar
instrument (including purchase money obligations but excluding Trade
Payables), or (c) for the payment of money relating to a lease that is
required to be

16
9

classified as a capitalized lease obligation in accordance with
generally accepted accounting principles, or (d) preferred or
preference stock of a Subsidiary of the Company held by Persons other
than the Company or a Subsidiary of the Company; (2) any liability of
others described in the preceding clause (1) that the Person has
guaranteed, that is recourse to such Person or that is otherwise its
legal liability; and (3) any amendment, supplement, modification,
deferral, renewal, extension or refunding of any liability of the
types referred to in clauses (1) and (2) above.

"Indenture" means this instrument as originally executed, or
as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and, unless the context otherwise requires, shall
include the terms of a particular series of Debt Securities as
established pursuant to Section 3.01.

The term "interest," when used with respect to a Discount
Security which by its terms bears interest only after Maturity, means
interest payable after Maturity, and, when used with respect to a
Bearer Security, includes any additional amounts payable on such
Bearer Security, if so provided pursuant to Section 3.01.

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

"Market Exchange Rate" means (i) for any conversion involving
a Currency unit on the one hand and Dollars or any Foreign Currency on
the other, the exchange rate between the relevant Currency unit and
Dollars or such Foreign Currency calculated for noon, New York time,
on the Valuation Date by the method specified pursuant to Section 3.01
for the securities of the relevant series, (ii) for any conversion of
Dollars into any Foreign Currency, the noon (New York City time)
buying rate for such Foreign Currency for cable transfers quoted in
New York City as certified for customs purposes by the Federal Reserve
Bank of New York and (iii) for any conversion of one Foreign Currency
into Dollars or another Foreign Currency, the spot rate at noon local
time in the relevant market at which, in accordance with normal
banking procedures, the Dollars or Foreign Currency into

17
10

which conversion is being made could be purchased with the Foreign
Currency from which conversion is being made from major banks located
in either New York City, London or any other principal market for
Dollars or such purchased Foreign Currency. In the event of the
unavailability of any of the exchange rates provided for in the
foregoing clauses (i), (ii) and (iii) the Company, shall use, in its
sole discretion and without liability on its part, such quotation of
the Federal Reserve Bank of New York as of the most recent available
date, or quotations from one or more major banks in New York City,
London or other principal market for such Currency or Currency unit in
question, or such other quotations as the Company shall deem
appropriate, in its sole discretion and without liability on its part.
Unless otherwise specified by the Currency Determination Agent, if
any, or if there shall not be a Currency Determination Agent, then by
the Trustee, if there is more than one market for dealing in any
Currency or Currency unit by reason of foreign exchange regulations or
otherwise, the market to be used in respect of such Currency or
Currency unit shall be that, as determined by the Currency
Determination Agent, or if there shall not be a Currency Determination
Agent, then by the Trustee, in its sole discretion and without
liability on its part, upon which a nonresident issuer of securities
designated in such Currency or Currency unit would purchase such
Currency or Currency unit in order to make payments in respect of such
securities.

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

"Officers' Certificate" means a certificate signed by any two
of the Chairman, a Vice Chairman, the President, the Chief Financial
Officer, an Executive Vice President, the Treasurer, the Controller or
the Secretary of the Company, and delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel, who
may be counsel to the Company (including an employee of the Company)
and who shall be reasonably satisfactory to the Trustee, which is
delivered to the Trustee.

18
11

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

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

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

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

provided, however, that in determining whether the Holders of the
requisite principal amount of Debt Securities Outstanding have
performed any Act hereunder, Debt Securities owned by the Company or
any other obligor upon the Debt Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not
to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such Act, only Debt Securities
which the Trustee knows to be so owned shall be so disregarded. Debt
Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction
of the Trustee the pledgee's right to act with respect to such Debt
Securities

19
12

and that the pledgee is not the Company or any other obligor upon the
Debt Securities or any Affiliate of the Company or of such other
obligor. In determining whether the Holders of the requisite
principal amount of Outstanding Debt Securities have performed any Act
hereunder, the principal amount of a Discount Security that shall be
deemed to be Outstanding for such purpose shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the Maturity
thereof pursuant to Section 5.02 and the principal amount of a Debt
Security denominated in a Foreign Currency that shall be deemed to be
Outstanding for such purpose shall be the amount calculated pursuant
to Section 3.10(k).

"Overdue Rate," when used with respect to any series of the
Debt Securities, means the rate designated as such in or pursuant to
the Board Resolution or the supplemental indenture, as the case may
be, relating to such series as contemplated by Section 3.01.

"Paying Agent" means any Person authorized by the Company to
pay the principal of (and premium, if any) or interest on any Debt
Securities on behalf of the Company.

"permanent Global Note" shall have the meaning given such term
in Section 3.04(b).

"Person" means any individual, corporation, partnership, joint
venture, association, trust, estate, unincorporated organization or
government or any agency or political subdivision thereof.

"Place of Payment" when used with respect to the Debt
Securities of any series means the place or places where the principal
of (and premium, if any) and interest on the Debt Securities of that
series are payable as specified pursuant to Section 3.01.

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

20
13

or stolen Debt Security or a Debt Security to which a mutilated, lost,
destroyed or stolen Coupon appertains shall be deemed to evidence the
same debt as the mutilated, lost, destroyed or stolen Debt Security or
the Debt Security to which the mutilated, lost, destroyed or stolen
Coupon appertains, as the case may be.

"Redemption Date" means the date fixed for redemption of any
Debt Security pursuant to this Indenture which, in the case of a
Floating Rate Security, unless otherwise specified pursuant to Section
3.01, shall be an Interest Payment Date only.

"Redemption Price" means, in the case of a Discount Security,
the amount of the principal thereof that would be due and payable as
of the Redemption Date upon a declaration of acceleration of the
Maturity thereof pursuant to Section 5.02 or any other redemption
specified pursuant to Section 3.01, and in the case of any other Debt
Security, the principal amount thereof, plus, in each case, premium,
if any, and accrued and unpaid interest, if any, to the Redemption
Date.

"Registered Holder" means the Person in whose name a
Registered Security is registered in the Security Register.

"Registered Security" means any Debt Security in the form
established pursuant to Section 2.01 which is registered as to
principal and interest in the Security Register.

"Regular Record Date" for the interest payable on the
Registered Securities of any series on any Interest Payment Date means
the date specified for the purpose pursuant to Section 3.01 for such
Interest Payment Date.

"Responsible Officer" when used with respect to the Trustee
means any vice president, the secretary, any assistant secretary or
any assistant vice president in its corporate trust department or
similar group administering the trusts hereunder and also means, with
respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

21
14

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

"Senior Indebtedness" means the principal of (and premium, if
any) and unpaid interest on (i) Indebtedness of the Company, whether
outstanding on the date of this Indenture or thereafter created,
incurred, assumed or guaranteed, for money borrowed (other than the
Indebtedness evidenced by the Debt Securities of any series), unless
in the instrument creating or evidencing the same or pursuant to which
the same is outstanding it is provided that such Indebtedness is not
senior or prior in right of payment to the Debt securities or is
paripassu or subordinate by its terms in right of payment to the Debt
Securities, and (ii) renewals, extensions and modifications of any
such Indebtedness.

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

"Specified Amount" has the meaning specified in Section
3.10(i).

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

"Subsidiary" means any Corporation of which at least a
majority of the outstanding stock having by the terms thereof ordinary
voting power to elect a majority of the directors of such Corporation,
irrespective of whether or not, at the time, stock of any other class
or classes of such Corporation shall have or might have voting power
by reason of the happening of any contingency, is at the time,
directly or indirectly, owned or controlled by the Company or by one
or more Subsidiaries thereof, or by the Company and one or more
Subsidiaries thereof.

"temporary Global Note" shall have the meaning given such term
in Section 3.04(b).

22
15

"Trade Payables" means accounts payable or any other
indebtedness or monetary obligations to trade creditors created or
assumed in the ordinary course of business in connection with the
obtaining of materials or services.

"Trading Day" means, with respect to the Common Stock, a day
on which NYSE is open for the transaction of business.

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

"Trust Indenture Act" means the Trust Indenture Act of 1939 as
amended and as in force at the date as of which this instrument was
executed, except as provided in Section 11.05.

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

"U.S. Depositary" means a clearing agency registered under the
Securities Exchange Act of 1934, as amended, or any successor thereto,
which shall in either case be designated by the Company pursuant to
Section 3.01 until a successor U.S. Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and
thereafter "U.S. Depositary" shall mean or include each Person who is
then a U.S. Depositary hereunder, and if at any time there is more
than one such Person, "U.S. Depositary" as used with respect to the
Debt Securities of any series shall mean the U.S. Depositary with
respect to the Debt Securities of that series.

"U.S. Government Obligations" has the meaning specified in
Section 15.02.

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"U.S. Person" means a citizen or resident of the United
States, a corporation, partnership or other entity created or
organized in or under the laws of the United States, or an estate or
trust the income of which is subject to United States Federal income
taxation regardless of its source.

"Valuation Date" has the meaning specified in Section 3.10(d).

"Vice President" includes with respect to the Company and the
Trustee, any Vice President of the Company or the Trustee, as the case
may be, whether or not designated by a number or word or words added
before or after the title "Vice President."

"Wholly-Owned Subsidiary" means a Subsidiary of which all of
the outstanding voting stock (other than directors' qualifying shares)
is at the time, directly or indirectly, owned by the Company, or by
one or more Wholly-Owned Subsidiaries of the Company or by the Company
and one or more Wholly-Owned Subsidiaries of the Company.

Section 1.02. Compliance Certificates and Opinions

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

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than certificates
provided pursuant to Section 12.02) shall include:

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

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

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

(4) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

Section 1.03. Form of Documents Delivered to Trustee

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

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

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unless such counsel knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to such matters
are erroneous.

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

Section 1.04. Notices, etc., to Trustee and Company

Any Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if made, given, furnished or filed in writing to
or with the Trustee at its Corporate Trust Office, Attention: Xxxxxx
Xxxxxx, or

(2) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage
prepaid or airmail postage prepaid if sent from outside the United
States, to the Company addressed to it at the address of its principal
office specified in the first paragraph of this Indenture, to the
attention of its Treasurer, or at any other address previously
furnished in writing to the Trustee by the Company.

Any such Act or other document shall be in the English
language, except that any published notice may be in an official language of
the country of publication.

Section 1.05. Notice to Holders; Waiver

When this Indenture provides for notice to Holders of any
event, (1) such notice shall be sufficiently given to Registered Holders
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to such

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Registered Holders as their names and addresses appear in the Security
Register, within the time prescribed, and (2) such notice shall be sufficiently
given to Holders of Bearer Securities or Coupons (unless otherwise herein
expressly provided) if published at least twice in an Authorized Newspaper or
Newspapers in The City of New York and, if Debt Securities of such series are
then listed on the London Stock Exchange or the Luxembourg Stock Exchange or
any other stock exchange located outside the United States and such stock
shall so require, in a daily newspaper or financial journal in London or
Luxembourg or in such other city or cities specified pursuant to Section 3.01
or in any Debt Security on Business Days, the first such publication to be
not earlier than the earliest date and not later than two Business Days prior
to the latest date prescribed for the giving of such notice; provided, however,
that, in any case, any notice to Holders of Floating Rate Securities regarding
the determination of a periodic rate of interest, if such notice is required
pursuant to Section 3.01, shall be sufficiently given if given in the manner
specified pursuant to Section 3.01.

In the event of suspension of regular mail service or by
reason of any other cause it shall be impracticable to give notice by mail,
such notification as shall be given with the approval of the Trustee shall
constitute sufficient notice for every purpose hereunder.

In the event of suspension of publication of any Authorized
Newspapers or by reason of any other cause it shall be impracticable to give
notice by publication, such notification as shall be given with the approval of
the Trustee shall constitute sufficient notice for every purpose hereunder.

Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance on such waiver. In any case where notice to Holders is given
by mail, neither the failure to mail such notice nor any defect in any notice
so mailed to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders, and any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given.

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In any case where notice to Holders is given by publication, any defect in any
notice so published as to any particular Holder shall not affect the
sufficiency of such notice with respect to other Holders, and any notice which
is published in the manner herein provided shall be conclusively presumed to
have been duly given.

Section 1.06. Conflict with Trust Indenture Act

If any provision hereof limits, qualifies or conflicts with
the duties imposed on any person by the provisions of Sections 310 to 317,
inclusive, of the Trust Indenture Act, such duties imposed by the Trust
Indenture Act shall control.

Section 1.07. Effect of Headings and Table of Contents

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

Section 1.08. Successors and Assigns

All covenants and agreements in this Indenture by the parties
hereto shall bind their respective successors and assigns and inure to the
benefit of their permitted successors and assigns, whether so expressed or not.

Section 1.09. Separability Clause

In case any provision in this Indenture or in the Debt
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 1.10. Benefits of Indenture

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

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Section 1.11. Governing Law

This Indenture, the Debt Securities and the Coupons shall be
deemed to be contracts made and to be performed entirely in the State of New
York, and for all purposes shall be governed by and construed in accordance
with the laws of said State without regard to the conflicts of law rules of
said State.

Section 1.12. Legal Holidays

Unless otherwise specified pursuant to Section 3.01 or in any
Debt Security, in any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Debt Security of any series or the last date on which a
Holder has the right to convert Debt Securities of such series that are
convertible shall not be a Business Day at any Place of Payment for the Debt
Securities of that series, then (notwithstanding any other provision of this
Indenture or of the Debt Securities or Coupons) payment of principal (and
premium, if any) or interest need not be made at such Place of Payment on such
date and such Debt Securities need not be converted on such date, but any such
payment may be made at such Place of Payment and such Debt Securities may be
converted, on the next succeeding Business Day with the same force and effect
as if made on the Interest Payment Date, Redemption Date or at the Stated
Maturity or on such last day for conversion, and no interest shall accrue on
the amount so payable for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be, to such Business Day if
such payment is made or duly provided for on such Business Day.

Section 1.13. No Security Interest Created

Nothing in this Indenture or in the Debt Securities or
Coupons, express or implied, shall be construed to constitute a security
interest or mortgage or other pledge of collateral under the Uniform Commercial
Code or similar legislation or real property laws, as now or hereafter enacted
and in effect in any jurisdiction where property of the Company or its
Subsidiaries is or may be located.

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Section 1.14. Liability Solely Corporate

No recourse shall be had for the payment of the principal of
(or premium, if any) or the interest on any Debt Securities or Coupons, or any
part thereof, or of the indebtedness represented thereby, or upon any
obligation, covenant or agreement of this Indenture, against any incorporator,
or against any stockholder, officer or director, as such, past, present or
future, of the Company (or any incorporator, stockholder, officer or director
of any predecessor or successor corporation), either directly or through the
Company (or any such predecessor or successor corporation), whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly agreed and understood
that this Indenture and all the Debt Securities and Coupons are solely
corporate obligations, and that no personal liability whatsoever shall attach
to, or be incurred by, any such incorporator, stockholder, officer or director,
past, present or future, of the Company (or any incorporator, stockholder,
officer or director of any such predecessor or successor corporation), either
directly or indirectly through the Company or any such predecessor or successor
corporation, because of the indebtedness hereby authorized or under or by
reason of any of the obligations, covenants, promises or agreements contained
in this Indenture or in any of the Debt Securities or Coupons or to be implied
herefrom or therefrom; and that any such personal liability is hereby expressly
waived and released as a condition of, and as part of the consideration for,
the execution of this Indenture and the issue of Debt Securities; provided,
however, that nothing herein or in the Debt Securities or Coupons contained
shall be taken to prevent recourse to and the enforcement of the liability, if
any, of any stockholder or subscriber to capital stock upon or in respect of
the shares of capital stock not fully paid.

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ARTICLE TWO

DEBT SECURITY FORMS

Section 2.01. Forms Generally

The Debt Securities and the Coupons, if any, of each series
shall be substantially in one of the forms (including global form) established
in or pursuant to a Board Resolution or one or more indentures supplemental
hereto, and shall have such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification or designation and
such legends or endorsements placed thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any securities exchange on which any
series of the Debt Securities may be listed, or to conform to usage, all as
determined by the officers executing such Debt Securities and Coupons as
conclusively evidenced by their execution of such Debt Securities and Coupons.
If the form of a series of Debt Securities or Coupons (or any Global Note) is
established in or pursuant to a Board Resolution, a copy of such Board
Resolution shall be delivered to the Trustee, together with an Officers'
Certificate setting forth the form of such series, at or prior to the delivery
of the Company Order contemplated by Section 3.03 for the authentication and
delivery of such Debt Securities (or any such Global Note) or Coupons.

Unless otherwise specified as contemplated by Section 3.01,
Debt Securities in bearer form (other than in global form) shall have Coupons
attached.

The definitive Debt Securities and Coupons, if any, of each
series shall be printed, lithographed or engraved or produced by any
combination of these methods on steel engraved borders or may be produced in
any other manner, all as determined by the officers executing such Debt
Securities and Coupons, as conclusively evidenced by their execution of such
Debt Securities and Coupons.

Section 2.02. Form of Trustee's Certificate of Authentication

The form of the Trustee's certificate of authentication to be
borne by the Debt Securities shall be substantially as follows:

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TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the series of Debt Securities issued under the
within mentioned Indenture.

The Bank of New York,
as Trustee

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

Section 2.03. Securities in Global Form

If any Debt Security of a series is issuable in global form,
the Global Note so issued may provide that it shall represent the aggregate
amount of Outstanding Debt Securities from time to time endorsed thereon and
may also provide that the aggregate amount of Outstanding Debt Securities
represented thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Global Note to reflect the amount, or any increase or decrease
in the amount, of Outstanding Debt Securities represented thereby shall be made
by the Trustee and in such manner as shall be specified in such Global Note.
Any instructions by the Company with respect to a Global Note, after its
initial issuance, shall be in writing but need not comply with Section 1.02.

Global Notes may be issued in either registered or bearer form
and in either temporary or permanent form. Permanent Global Notes will be
issued in definitive form.

ARTICLE THREE

THE DEBT SECURITIES

Section 3.01. Amount Unlimited; Issuable in Series

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

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The Debt Securities may be issued from time to time in one or
more series. There shall be established in or pursuant to a Board Resolution
and (subject to Section 3.03) set forth in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the
issuance of Debt Securities of any series:

(1) the title of the Debt Securities of the series (which
shall distinguish the Debt Securities of such series from all other
series of Debt Securities);

(2) the limit, if any, upon the aggregate principal amount of
the Debt Securities of the series which may be authenticated and
delivered under this Indenture (except for Debt Securities
authenticated and delivered upon transfer of, or in exchange for, or
in lieu of, other Debt Securities of such series pursuant to Sections
3.04, 3.05, 3.06, 11.06 or 13.07);

(3) the percentage of the principal amount at which the Debt
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 or the method by
which such portion shall be determined;

(4) the date or dates on which or periods during which the
Debt Securities of the series may be issued, and the date or dates (or
the method of determination thereof) on which the principal of (and
premium, if any, on) the Debt Securities of such series are or may be
payable (which, if so provided in such Board Resolution or
supplemental indenture, may be determined by the Company from time to
time and set forth in the Debt Securities of the series issued from
time to time);

(5) the rate or rates (or the method of determination
thereof) at which the Debt Securities of the series shall bear
interest, if any, and the dates from which such interest shall accrue
(which, in either case or both, if so provided in such Board
Resolution or supplemental indenture, may be determined by the Company
from time to time and set

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forth in the Debt Securities of the series issued from time to time);
and the Interest Payment Dates on which such interest shall be payable
(or the method of determination thereof), and, in the case of
Registered Securities, the Regular Record Dates for the interest
payable on such Interest Payment Dates and, in the case of Floating
Rate Securities, the notice, if any, to Holders regarding the
determination of interest and the manner of giving such notice;

(6) the place or places where the principal of (and premium,
if any) and interest on Debt Securities of the series shall be
payable; the extent to which, or the manner in which, any interest
payable on any Global Note on an Interest Payment Date will be paid,
if other than in the manner provided in Section 3.07; the extent, if
any, to which the provisions of the last sentence of Section 12.01
shall apply to the Debt Securities of the series; and the manner in
which any principal of, or premium, if any, on, any Global Note will
be paid, if other than as set forth elsewhere herein;

(7) the obligation, if any, of the Company to redeem, repay
or purchase Debt Securities of the series pursuant to any mandatory
redemption, sinking fund or analogous provisions or at the option of
the Holder and the period or periods within which or the dates on
which, the prices at which and the terms and conditions upon which
Debt Securities of the series shall be redeemed, repaid or purchased,
in whole or in part, pursuant to such obligation;

(8) the right, if any, of the Company to redeem Debt
Securities, in whole or in part, at its option and the period or
periods within which, or the date or dates on which, the price or
prices at which, and the terms and conditions upon which Debt
Securities of the series may be redeemed, if any, in whole or in part,
at the option of the Company or otherwise;

(9) if the coin or Currency in which the Debt Securities
shall be issuable is in Dollars, the denominations of such Debt
Securities if other than denominations of $1,000 and any integral
multiple thereof (except as provided in Section 3.04);

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(10) whether the Debt Securities of the series are to be
issued as Discount Securities and the amount of discount with which
such Debt Securities may be issued and, if other than the principal
amount thereof, the portion of the principal amount of Debt Securities
of the series which shall be payable upon declaration of acceleration
of the Maturity thereof pursuant to Section 5.02;

(11) provisions, if any, for the defeasance of the Debt
Securities of such series pursuant to the legal defeasance option (as
defined in Section 15.02), or certain of the Company's obligations
with respect thereto pursuant to the covenant defeasance option (as
defined in Section 15.02);

(12) whether Debt Securities of the series are to be issued
as Registered Securities or Bearer Securities or both, and, if Bearer
Securities are issued, whether Coupons will be attached thereto,
whether Bearer Securities of the series may be exchanged for
Registered Securities of the series, as provided in Section 3.05(b) or
otherwise and the circumstances under which and the place or places at
which any such exchanges, if permitted, may be made;

(13) whether provisions for payment of additional amounts or
tax redemptions shall apply and, if such provisions shall apply, such
provisions; and, if Bearer Securities of the series are to be issued,
whether a procedure other than that set forth in Section 3.04(b) shall
apply and, if so, such other procedure, and if the procedure set forth
in Section 3.04(b) shall apply, the forms of certifications to be
delivered under such procedure;

(14) if other than Dollars, the Foreign Currency or
Currencies or Currency unit in which Debt Securities of the series
shall be denominated or in which payment of the principal of (and/or
premium, if any) and/or interest on the Debt Securities of the series
may be made, and the particular provisions applicable thereto and, if
applicable, the amount of Debt Securities of the series which entitles
the Holder of a Debt Security of the series or its proxy to one vote
for purposes of Section 9.06;

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(15) if the principal of (and premium, if any) or interest on
Debt Securities of the series are to be payable, at the election of
the Company or a Holder thereof, in a Currency other than that in
which the Debt Securities are denominated or payable without such
election, in addition to or in lieu of the provisions of Section 3.10,
the period or periods within which and the terms and conditions upon
which, such election may be made and the time and the manner of
determining the exchange rate or rates between the Currency or
Currencies in which the Debt Securities are denominated or payable
without such election and the Currency or Currencies in which the Debt
Securities are to be paid if such election is made;

(16) the date as of which any Debt Securities of the series
shall be dated, if other than as set forth in Section 3.03;

(17) if the amount of payments of principal of (and premium,
if any) or interest on the Debt Securities of the series may be
determined with reference to an index, including, but not limited to,
an index based on a Currency or Currencies other than that in which
the Debt Securities are denominated or payable, or any other type of
index, the manner in which such amounts shall be determined;

(18) if the Debt Securities of the series are denominated or
payable in a Foreign Currency, any other terms concerning the payment
of principal of (and premium, if any) or any interest on such Debt
Securities (including the Currency or Currencies of payment thereof);

(19) the designation of the original Currency Determination
Agent, if any;

(20) the applicable Overdue Rate, if any;

(21) if the Debt Securities of the series do not bear
interest, the applicable dates for purposes of Section 7.01;

(22) any addition to, or modification or deletion of, any
Events of Default or covenants provided for with respect to Debt
Securities of the series;

(23) if Bearer Securities of the series are to be issued, (x)
whether interest in respect of any portion of a temporary Debt
Security in global form (representing all of

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the Outstanding Bearer Securities of the series) payable in respect of
any Interest Payment Date prior to the exchange of such temporary Debt
Security for definitive Debt Securities of the series shall be paid to
any clearing organization with respect to the portion of such
temporary Debt Security held for its account and, in such event, the
terms and conditions (including any certification requirements) upon
which any such interest payment received by a clearing organization
will be credited to the Persons entitled to interest payable on such
Interest Payment Date, (y) the terms upon which interests in such
temporary Debt Security in global form may be exchanged for interests
in a permanent Global Note or for definitive Debt Securities of the
series and the terms upon which interests in a permanent Global Note,
if any, may be exchanged for definitive Debt Securities of the series
and (z) the cities in which the Authorized Newspapers designated for
the purposes of giving notices to Holders are published;

(24) whether the Debt Securities of the series shall be
issued in whole or in part in the form of one or more Global Notes
and, in such case, the U.S. Depositary or any Common Depositary for
such Global Note or Notes; and if the Debt Securities of the series
are issuable only as Registered Securities, the manner in which and
the circumstances under which Global Notes representing Debt
Securities of the series may be exchanged for Registered Securities in
definitive form, if other than, or in addition to, the manner and
circumstances specified in Section 3.04(c);

(25) whether the Debt Securities of the series will be
convertible into shares of Common Stock, and if so, the terms and
conditions, which may be in addition to or in lieu of the provisions
of Article Seventeen, upon which such Debt Securities will be so
convertible, including the Conversion Price and the conversion period;

(26) the designation, if any, of the U.S. Depositary; and the
designation of any trustees (other than the Trustee), depositaries,
Authenticating Agents, Paying Agents, Security Registrars, or any
other agents with respect to the Debt Securities of such series;

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(27) if the Debt Securities of such series are to be issuable
in definitive form (whether upon original issuance or upon exchange of
a temporary Debt Security of such series) only upon receipt of certain
certificates or other documents or satisfaction of other conditions,
the form and terms of such certificates, documents or conditions; and

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

All Debt Securities of any one series and Coupons, if any,
shall be substantially identical to all other debt securities of such series
except as to denomination, rate of interest, Stated Maturity and the date from
which interest, if any, shall accrue, which, as set forth above, may be
determined by the Company from time to time as to Debt Securities of a series
if so provided in or established pursuant to the authority granted in a Board
Resolution or in any such indenture supplemental hereto, and except as may
otherwise be provided in or pursuant to such Board Resolution and (subject to
Section 3.03) set forth in such Officers' Certificate, or in any such indenture
supplemental hereto. All Debt Securities of any one series need not be issued
at the same time, and unless otherwise provided, a series may be reopened for
issuance of additional Debt Securities of such series.

If any of the terms of a series of Debt Securities is
established in or pursuant to a Board Resolution, a copy of such Board
Resolution shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the series.

Section 3.02. Denominations

In the absence of any specification pursuant to Section 3.01
with respect to the Debt Securities of any series, the Debt Securities of such
series shall be issuable only as Registered Securities in denominations of
$1,000 and any integral multiple thereof and shall be payable only in Dollars.

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Section 3.03. Execution, Authentication, Delivery and Dating

The Debt Securities and the Coupons, if any, of any series
shall be executed on behalf of the Company by its Chairman, a Vice Chairman,
its President, one of its Executive Vice Presidents or its Treasurer, under its
corporate seal reproduced thereon and attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers may be manual or
facsimile.

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

At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Debt Securities, with
appropriate Coupons, if any, of any series, executed by the Company, to the
Trustee for authentication, together with a Company Order for the
authentication and delivery of such Debt Securities and Coupons and the Trustee
in accordance with the Company Order shall authenticate and make available for
delivery such Debt Securities and Coupons; provided, however, that, in
connection with its sale during the "restricted period" (as defined in Section
1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations), no Bearer
Security shall be mailed or otherwise delivered to any location in the United
States; and provided, further, that a Bearer Security (other than a temporary
Global Note in bearer form) may be delivered outside the United States in
connection with its original issuance only if the Person entitled to receive
such Bearer Security shall have furnished to the Euro-clear Operator or to
CEDEL a certificate substantially in the form set forth in Exhibit A to this
Indenture and if the Euro-clear Operator or CEDEL has furnished the Trustee a
certificate substantially in the form set forth in Exhibit B. If all the Debt
Securities of any one series are not to be issued at one time and if a Board
Resolution or supplemental indenture relating to such series shall so permit,
such Company Order may set forth procedures acceptable to the Trustee for the
issuance of such Debt Securities and other matters which are subject to
variation, such as interest rate, Stated Maturity, date of issuance and date
from which interest, if any, shall accrue. If any Debt Security shall be
represented

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by a permanent Global Note, then, for purposes of this Section and Section
3.04, the notation by the Common Depositary of a beneficial owner's interest
therein upon original issuance of such Debt Security or upon exchange of a
portion of a temporary Global Note shall be deemed to be delivery in connection
with the original issuance of such beneficial owner's interest in such
permanent Global Note. Except as permitted by Section 3.06 or 3.07, the
Trustee shall not authenticate and make available for delivery any Bearer
Security unless all Coupons for interest then matured have been detached and
cancelled.

The Trustee shall be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon, prior to the
authentication and delivery of the Debt Securities and Coupons of such series,
(i) the supplemental indenture or the Board Resolution by or pursuant to which
the form and terms of such Debt Securities and Coupons have been approved, (ii)
the certificates and opinions required pursuant to Section 1.02 and (iii) one
or more Opinions of Counsel substantially to the effect that:

(1) all instruments furnished by the Company to the Trustee
in connection with the authentication and delivery of such Debt
Securities and Coupons conform to the requirements of this Indenture
and constitute sufficient authority hereunder for the Trustee to
authenticate and make available for delivery such Debt Securities and
Coupons;

(2) the forms and terms of such Debt Securities and Coupons
have been established in conformity with the provisions of this
Indenture;

(3) in the event that the forms or terms of such Debt
Securities and Coupons have been established in a supplemental
indenture, the execution and delivery of such supplemental indenture
has been duly authorized by all necessary corporate action of the
Company, such supplemental indenture has been duly executed and
delivered by the Company and, assuming due authorization, execution
and delivery by the Trustee, is a valid and binding obligation
enforceable against the Company in accordance with its terms, subject
to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law);

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(4) the execution and delivery of such Debt Securities and
Coupons have been duly authorized by all necessary corporate action of
the Company and such Debt Securities and Coupons have been duly
executed by the Company and, assuming due authentication by the
Trustee and delivery by the Company, are valid and binding obligations
enforceable against the Company in accordance with their terms,
entitled to the benefit of the Indenture, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors' rights
generally and subject, as to enforceability, to general principles of
equity (regardless of whether enforcement is sought in a proceeding in
equity or at law) and subject to such other exceptions as counsel
shall reasonably request and as to which the Trustee shall not
reasonably object; and

(5) to the best of such counsel's knowledge, all governmental
consents, authorizations and approvals which are required for the
execution and delivery of the Indenture and the Debt Securities under
all applicable Louisiana laws, if any, have been received other than
such as may be required by the securities or blue sky laws of the
various states in connection with the offer and sale of the Debt
Securities.

For purposes of this opinion, such counsel may rely as to
factual matters upon certificates or written statements from officers or other
appropriate representatives of the Company or upon certificates of public
officials and such opinion may contain assumptions, limitations, exceptions and
restrictions which are reasonably satisfactory to the Trustee and its counsel.

The Trustee shall not be required to authenticate such Debt
Securities and Coupons if the issuance of such Debt Securities and Coupons
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Debt Securities and this Indenture in a manner which is
not reasonably acceptable to the Trustee.

Each Registered Security shall be dated the date of its
authentication. Each Bearer Security (including any temporary or permanent or
other definitive Bearer Security in global form) shall be dated as of the date
of original issuance of the first

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Debt Security of such series to be issued, except as otherwise provided
pursuant to Section 3.01 with respect to the Bearer Securities of any series.

No Debt Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Debt Security a certificate of authentication substantially in one of the
forms provided for herein duly executed by the Trustee or by an Authenticating
Agent, and such certificate upon any Debt Security shall be conclusive
evidence, and the only evidence, that such Debt Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of this
Indenture. Notwithstanding the foregoing, if any Debt Security shall have been
duly authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Debt Security to the Trustee for
cancellation as provided in Section 3.08 together with a written statement
(which need not comply with Section 1.02) stating that such Debt Security has
never been issued and sold by the Company, for all purposes of this Indenture
such Debt Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

Section 3.04. Temporary Debt Securities; Exchange of
Temporary Global Notes for Definitive Bearer Securities; Global Notes
Representing Registered Securities

(a) Pending the preparation of definitive Registered
Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and make available for delivery, temporary
Registered Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination for
Registered Securities of such series, substantially of the tenor of the
definitive Registered Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Registered Securities may determine, as conclusively
evidenced by their execution of such Registered Securities. Every such
temporary Registered Security shall be executed by the Company and shall be
authenticated and made available for delivery by the Trustee upon

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the same conditions and in substantially the same manner, and with the same
effect, as the definitive Registered Securities in lieu of which they are
issued. In the case of any series issuable as Bearer Securities, such
temporary Debt Securities may be in global form, representing such of the
Outstanding Debt Securities of such series as shall be specified therein.

Except in the case of temporary Debt Securities in global form
(which shall be exchanged in accordance with the provisions of the following
paragraphs), if temporary Debt Securities of any series are issued, the Company
will cause definitive Debt Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Debt Securities of
such series, the temporary Debt Securities of such series shall be exchangeable
for definitive Debt Securities of such series, of a like Stated Maturity and
with like terms and provisions, upon surrender of the temporary Debt Securities
of such series at the office or agency of the Company in a Place of Payment for
such series, without charge to the Holder, except as provided in Section 3.05
in connection with a transfer. Upon surrender for cancellation of any one or
more temporary Debt Securities of any series (accompanied by any unmatured
Coupons), the Company shall execute and the Trustee shall authenticate and make
available for delivery in exchange therefor a like principal amount of
definitive Debt Securities of the same series of authorized denominations and
of a like Stated Maturity and like terms and provisions; provided, however,
that no definitive Bearer Security shall be delivered in exchange for a
temporary Registered Security; and provided, further, that a definitive Bearer
Security (including a permanent Bearer Security in global form) shall be
delivered in exchange for a temporary Bearer Security only in compliance with
the conditions set forth in Section 3.03. Until so exchanged, the temporary
Registered Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Registered Securities of such
series.

(b) Unless otherwise specified pursuant to Section 3.01, all
Bearer Securities of a series shall be initially issued in the form of a single
temporary Bearer Security in global form (a "temporary Global Note"). The
Company shall execute, and upon Company Order the Trustee shall authenticate,
any temporary Global Note and any permanent Bearer Security in global form (as
described below, a "permanent Global Note") upon the same conditions and in
substantially the same manner, and with the

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same effect, as definitive Bearer Securities, and the temporary or permanent
Global Note, as the case may be, shall, unless otherwise specified therein, be
delivered by the Trustee to the London office of a depositary or common
depositary (the "Common Depositary"), for the benefit of the Euro-clear
Operator or CEDEL, as the case may be, for credit to the account of the Company
(in the case of sales of Bearer Securities by the Company directly to
investors) or the managing underwriter (in the case of sales of Bearer
Securities by the Company to underwriters) or such other accounts as the
Company or the managing underwriter, respectively, may direct.

On or after the date specified in or determined pursuant to
the terms of any temporary Global Note which (subject to any applicable laws
and regulations) shall be at least 40 days after the issue date of a temporary
Global Note (the "Exchange Date"), the Debt Securities represented by such
temporary Global Note may be exchanged for definitive Debt Securities (subject
to the second succeeding paragraph) or Debt Securities to be represented
thereafter by one or more permanent Global Notes in definitive form without
Coupons. On or after the Exchange Date such temporary Global Note shall be
surrendered by the Common Depositary to the Trustee (or such other agent as is
specified for the purpose pursuant to Section 3.01), as the Company's agent for
such purpose, at such place specified outside the United States pursuant to
Section 3.01 and following such surrender, the Trustee (or such other agent)
shall (1) endorse the temporary Global Note to reflect the reduction of its
principal amount by an equal aggregate principal amount of such Debt Security,
(2) endorse the applicable permanent Global Note, if any, to reflect the
initial amount, or an increase in the amount of Debt Securities represented
thereby, (3) manually authenticate such definitive Debt Securities (including
any permanent Global Note), (4) make available for delivery such definitive
Debt Securities to the Holder thereof or, if such definitive Debt Security is a
permanent Global Note, make available for delivery such permanent Global Note
to the Common Depositary to be held outside the United States for the accounts
of the Euro-clear Operator or CEDEL, as the case may be, for credit to the
respective accounts at Euro-clear Operator or CEDEL, as the case may be,
designated by or on behalf of the beneficial owners of such Debt Securities (or
to such other accounts as they may direct) and (5) redeliver such temporary
Global Note to the Common Depositary, unless such temporary Global Note shall
have been cancelled in accordance with Section 3.08 hereof; provided, however,
that, unless

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otherwise specified in such temporary Global Note, upon such presentation by
the Common Depositary, such temporary Global Note shall be accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by the
Euro-clear Operator, as to the portion of such temporary Global Note held for
its account then to be exchanged for definitive Debt Securities (including any
permanent Global Note), and a certificate dated the Exchange Date or a
subsequent date and signed by CEDEL, as to the portion of such temporary Global
Note held for its account then to be exchanged for definitive Debt Securities
(including any permanent Global Note), each substantially in the form set forth
in Exhibit B to this Indenture. Each certificate substantially in the form of
Exhibit B hereto of the Euro-clear Operator or CEDEL, as the case may be, shall
be based on certificates of the account holders listed in the records of the
Euro-clear Operator or CEDEL, as the case may be, as being entitled to all or
any portion of the applicable temporary Global Note. An account holder of the
Euro-clear Operator or CEDEL, as the case may be, desiring to effect the
exchange of an interest in a temporary Global Note for an interest in
definitive Debt Securities (including any permanent Global Note) shall instruct
the Euro-clear Operator or CEDEL, as the case may be, to request such exchange
on its behalf and shall deliver to the Euro-clear Operator or CEDEL, as the
case may be, a certificate substantially in the form of Exhibit A hereto and
dated no earlier than 10 days prior to the Exchange Date. Until so exchanged,
temporary Global Notes shall in all respects be entitled to the same benefits
under this Indenture as definitive Debt Securities (including any permanent
Global Note) of the same series authenticated and delivered hereunder, except
as to payment of interest, if any.

The delivery to the Company, its agent or the Trustee by the
Euro-clear Operator or CEDEL of any certificate substantially in the form of
Exhibit B hereto may be relied upon by the Company, its agent and the Trustee
as conclusive evidence that a corresponding certificate or certificates has or
have been delivered to the Euro-clear Operator or CEDEL, as the case may be,
pursuant to the terms of this Indenture.

On or prior to the Exchange Date, the Company shall deliver to
the Trustee (or such other agent as may be specified as the Company's agent for
such purpose pursuant to Section 3.01) definitive Debt Securities in an
aggregate principal amount equal to the principal amount of such temporary
Global Note, executed

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by the Company. At any time, on or after the Exchange Date, upon 30 days'
notice to the Trustee (and such other agents as may be specified for such
purpose pursuant to Section 3.01) by the Euro-clear Operator or CEDEL, as the
case may be, acting at the request of or on behalf of the beneficial owner, a
Debt Security represented by a temporary Global Note or a permanent Global
Note, as the case may be, may be exchanged, in whole or from time to time in
part, for definitive Debt Securities without charge and the Trustee (or such
agent) shall authenticate and make available for delivery, in exchange for each
portion of such temporary Global Note or such permanent Global Note, an equal
aggregate principal amount of definitive Debt Securities of the same series of
authorized denominations and of a like Stated Maturity and with like terms and
conditions, as the portion of such temporary Global Note or such permanent
Global Note to be exchanged, which, unless the Debt Securities of the series
are not issuable both as Bearer Securities and as Registered Securities, as
contemplated by Section 3.01, shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof; provided, however, that definitive Bearer Securities
shall be delivered in exchange for a portion of the temporary Global Note or
the permanent Global Note only in compliance with the requirements of the
second preceding paragraph. On or prior to the forty-fifth day following
receipt by the Trustee (and such agent as may be specified as the Company's
agent for such purpose pursuant to Section 3.01) of such notice with respect to
a Debt Security, or, if such day is not a Business Day, the next succeeding
Business Day, the temporary Global Note or the permanent Global Note, as the
case may be, shall be surrendered by the Common Depositary to the Trustee (or
such other agent as may be specified as the Company's agent for such purpose
pursuant to Section 3.01), as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Debt
Securities without charge following such surrender, upon the request of the
Euro-clear Operator or CEDEL, as the case may be, and the Trustee (or such
agent) shall (1) endorse the applicable temporary Global Note or the permanent
Global Note to reflect the reduction of its principal amount by the aggregate
principal amount of such Debt Security, (2) cause the terms of such Debt
Security and Coupons, if any, to be entered on a definitive Debt Security, (3)
manually authenticate such definitive Debt Security, and (4) if a Bearer
Security is to be delivered, make available for delivery such definitive Debt
Security outside the United States to the Euro-clear Operator or CEDEL, as the
case

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may be, for or on behalf of the beneficial owner thereof, in exchange for a
portion of such temporary Global Note or the permanent Global Note.

Unless otherwise specified in such temporary Global Note or
the permanent Global Note, any such exchange shall be made free of charge to
the beneficial owners of such temporary Global Note or the permanent Global
Note, except that a Person receiving definitive Debt Securities must bear the
cost of insurance, postage, transportation and the like in the event that such
Person does not take delivery of such definitive Debt Securities in person at
the offices of the Euro-clear Operator or CEDEL. Definitive Debt Securities in
bearer form to be delivered in exchange for any portion of a temporary Global
Note or the permanent Global Note shall be delivered only outside the United
States. Notwithstanding the foregoing, in the event of redemption or
acceleration of all or any part of a temporary Global Note prior to the
Exchange Date, a permanent Global Note or definitive Bearer Securities, as the
case may be, will not be issuable in respect of such temporary Global Note or
such portion thereof, and payment thereon will instead be made as provided in
such temporary Global Note.

Until exchanged in full as hereinabove provided, any temporary
Global Note or the permanent Global Note shall in all respects be entitled to
the same benefits under this Indenture as definitive Debt Securities of the
same series and tenor authenticated and delivered hereunder, except that,
unless otherwise specified as contemplated by Section 3.01, interest payable on
such temporary Global Note on an Interest Payment Date for Debt Securities of
such series occurring prior to the applicable Exchange Date shall be payable to
the Euro-clear Operator or CEDEL on such Interest Payment Date upon delivery by
the Euro-clear Operator or CEDEL to the Trustee of a certificate or
certificates substantially in the form set forth in Exhibit B to this
Indenture, for credit without further interest on or after such Interest
Payment Date to the respective accounts of the Persons who are the beneficial
owners of such temporary Global Note on such Interest Payment Date and who have
each delivered to the Euro-clear Operator or CEDEL, as the case may be, a
certificate substantially in the form set forth in Exhibit A to this Indenture.

Any definitive Bearer Security authenticated and made
available for delivery by the Trustee in exchange for a portion of a temporary
Global Note or the permanent Global Note shall not bear a coupon for any
interest which shall theretofore have been duly paid by the Trustee to the
Euro-clear Operator or CEDEL, or by the Company to the Trustee in accordance
with the provisions of this Section 3.04.

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With respect to Exhibits A and B to this Indenture, the
Company may, in its discretion and if required or desirable under applicable
law, substitute one or more other forms of such Exhibits for such Exhibits,
eliminate the requirement that any or all certificates be provided, or change
the time that any certificate may be required, provided that such substitute
form or forms or notice of elimination or change of such certification
requirement have theretofore been delivered to the Trustee (and any agent of
the Company appointed pursuant to Section 3.01 and referred to above) with a
Company Request and such form or forms, elimination or change is reasonably
acceptable to the Trustee (and any such agent).

(c) If the Company shall establish pursuant to Section 3.01
that the Registered Securities of a series are to be issued in whole or in part
in the form of one or more Global Notes, then the Company shall execute and the
Trustee shall, in accordance with Section 3.03 and the Company Order with
respect to such series, authenticate and make available for delivery one or
more Global Notes in temporary or permanent form that (i) shall represent and
shall be denominated in an amount equal to the aggregate principal amount of
the Outstanding Debt Securities of such series to be represented by one or more
Global Notes, (ii) shall be registered in the name of the U.S. Depositary for
such Global Note or Notes or the nominee of such depositary, and (iii) shall
bear a legend substantially to the following effect: "This Debt Security may
not be transferred except as a whole by the Depositary to a 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, unless and
until this Debt Security is exchanged in whole or in part for Debt Securities
in definitive form."

Notwithstanding any other provision of this Section or Section
3.05, unless and until it is exchanged in whole or in part for Registered
Securities in definitive form, a Global Note representing all or a portion of
the Registered Securities of a series may not be transferred except as a whole
by the U.S.

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Depositary for such series to a nominee of such depositary or by a nominee of
such depositary to such depositary or another nominee of such depositary or by
such depositary or any such nominee to a successor U.S. Depositary for such
series or a nominee of such successor depositary.

If at any time the U.S. Depositary for the Debt Securities of
a series notifies the Company that it is unwilling or unable to continue as
U.S. Depositary for the Debt Securities of such series or if at any time the
U.S. Depositary for Debt Securities of a series shall no longer be a clearing
agency registered and in good standing under the Securities Exchange Act of
1934, as amended, or other applicable statute or regulation, the Company shall
appoint a successor U.S. Depositary with respect to the Debt Securities of such
series. If a successor U.S. Depositary for the Debt Securities of such series
is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such condition, the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
definitive Debt Securities of such series, will authenticate and make available
for delivery, Registered Securities of such series in definitive form in an
aggregate principal amount equal to the principal amount of the Global Note or
Notes representing such series in exchange for such Global Note or Notes.

The Company may at any time and in its sole discretion
determine that the Registered Securities of any series issued in the form of
one or more Global Notes shall no longer be represented by such Global Note or
Notes. In such event, the Company will execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of definitive Debt
Securities of such series, will authenticate and make available for delivery,
Registered Securities of such series in definitive form and in an aggregate
principal amount equal to the principal amount of the Global Note or Notes
representing such series in exchange for such Global Note or Notes.

If the Registered Securities of any series shall have been
issued in the form of one or more Global Notes and if an Event of Default with
respect to the Debt Securities of such series shall have occurred and be
continuing, the Company will promptly execute, and the Trustee, upon receipt of
a Company Order for the authentication and delivery of definitive Debt
Securities of such series, will authenticate and make available

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for delivery, Registered Securities of such series in definitive form and in an
aggregate principal amount equal to the principal amount of the Global Note or
Notes representing such series in exchange for such Global Note or Notes.

If specified by the Company pursuant to Section 3.01 with
respect to Registered Securities of a series, the U.S. Depositary for such
series of Registered Securities may surrender a Global Note for such series of
Debt Securities in exchange in whole or in part for Registered Securities of
such series in definitive form on such terms as are acceptable to the Company
and such depositary. Thereupon, the Company shall execute and the Trustee
shall authenticate and make available for delivery, without charge:

(i) to each Person specified by the U.S. Depositary a new
Registered Security or Securities of the same series, of any
authorized denomination as requested by such Person in an aggregate
principal amount equal to and in exchange for such Person's beneficial
interest in the Global Note; and

(ii) to the U.S. Depositary a new Global Note in a
denomination equal to the difference, if any, between the principal
amount of the surrendered Global Note and the aggregate principal
amount of Registered Securities delivered to Holders thereof.

Upon the exchange of a Global Note for Registered Securities
in definitive form, such Global Note shall be cancelled by the Trustee. Debt
Securities issued in exchange for a Global Note pursuant to this subsection (c)
shall be registered in such names and in such authorized denominations as the
U.S. Depositary for such Global Note, pursuant to instructions from its direct
or indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Debt Securities to the Persons in whose names such Debt
Securities are so registered.

Section 3.05. Registration, Transfer and Exchange

(a) The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the registers maintained in such office and
in any other office or agency of

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the Company in a Place of Payment being herein sometimes collectively referred
to as the "Security Register") in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of
Registered Securities and of transfers and exchanges of Registered Securities.
The Trustee is hereby appointed "Security Registrar" for the purpose of
registering Registered Securities and registering transfers and exchanges of
Registered Securities as herein provided; provided, however, that the Company
may appoint co-Security Registrars.

Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency of the Company maintained for
such purpose, the Company shall execute, and the Trustee shall authenticate and
make available for delivery, in the name of the designated transferee, one or
more new Registered Securities of the same series of like aggregate principal
amount of such denominations as are authorized for Registered Securities of
such series and of a like Stated Maturity and with like terms and conditions.

Except as otherwise provided in Section 3.04 and this Section
3.05, at the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series of like aggregate
principal amount and of a like Stated Maturity and with like terms and
conditions, upon surrender of the Registered Securities to be exchanged at such
office or agency. Whenever any Registered Securities are surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
make available for delivery, the Registered Securities which the Holder making
the exchange is entitled to receive.

(b) If and to the extent specified pursuant to Section 3.01,
the provisions of this Section 3.05(b) shall be applicable to Debt Securities
of any series which are Bearer Securities. At the option of the Holder
thereof, to the extent permitted by law, any Bearer Security of any series
which by its terms is registrable as to principal and interest may be exchanged
for a Registered Security of such series of like aggregate principal amount and
of a like Stated Maturity and with like terms and conditions upon surrender of
such Bearer Security at the Corporate Trust Office or at any other office or
agency of the Company designated pursuant to Section 3.01 for the purpose of
making any such exchanges. Any Coupon Security surrendered for

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exchange shall be surrendered with all unmatured Coupons and any matured
Coupons in default attached thereto. If the Holder of a Bearer Security is
unable to produce any such unmatured Coupon or Coupons or matured Coupon or
Coupons in default, such exchange may be effected if the Bearer Securities are
accompanied by payment in funds acceptable to the Company in an amount equal to
the face amount of such missing Coupon or Coupons, or the surrender of such
missing Coupon or Coupons may be waived by the Company and the Trustee if there
is furnished to them such security or indemnity as they may require to save
each of them and any Paying Agent harmless. If thereafter the Holder of such
Bearer Security shall surrender to any Paying Agent any such missing Coupon in
respect of which such a payment shall have been made, such Holder shall be
entitled to receive the amount of such payment; provided, however, that except
as otherwise provided in Section 12.03, interest represented by Coupons shall
be payable only upon presentation and surrender of those Coupons at an office
or agency located outside the United States. Notwithstanding the foregoing, in
case a Bearer Security of any series is surrendered at any such office or
agency in exchange for a Registered Security of the same series and of a like
Stated Maturity and with like terms and conditions after the close of business
at such office or agency on (i) any Regular Record Date and before the opening
of business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and before the opening of business at such office
or agency on the related proposed date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be (or, if
such Coupon is so surrendered with such Bearer Security, such Coupon shall be
returned to the Person so surrendering the Bearer Security), and interest or
Defaulted Interest, as the case may be, will not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
the Registered Security issued in exchange for such Bearer Security, but will
be payable only to the Holder of such Coupon when due in accordance with the
provisions of this Indenture. The Company shall execute, and the Trustee shall
authenticate and make available for delivery, the Registered Security or
Securities which the Holder making the exchange is entitled to receive.

Notwithstanding the foregoing, the exchange of Bearer
Securities for Registered Securities will be subject to the provisions of
United States income tax laws and regulations applicable to Debt Securities in
effect at the time of such exchange.

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(c) Except as otherwise specified pursuant to Section 3.01,
in no event may Registered Securities, including Registered Securities received
in exchange for Bearer Securities, be exchanged for Bearer Securities.

(d) All Debt Securities issued upon any transfer or exchange
of Debt Securities shall be valid obligations of the Company, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the Debt
Securities surrendered for such transfer or exchange.

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

No service charge will be made for any transfer or exchange of
Debt Securities except as provided in Section 3.04(b) or 3.06. The Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration, transfer or
exchange of Debt Securities, other than those expressly provided in this
Indenture to be made at the Company's own expense or without expense or without
charge to the Holders.

The Company shall not be required (i) to register, transfer or
exchange Debt Securities of any series during a period beginning at the opening
of business 15 days before the day of the transmission of a notice of
redemption of Debt Securities of such series selected for redemption under
Section 13.03 and ending at the close of business on the day of such
transmission, or (ii) to register, transfer or exchange any Debt Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Debt Security being redeemed in part.

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Section 3.06. Mutilated, Destroyed, Lost and Stolen Debt
Securities

If (i) any mutilated Debt Security or any mutilated Coupon
with the Coupon Security to which it appertains (and all unmatured Coupons
attached thereto) is surrendered to the Trustee, or (ii) the Company and the
Trustee receive evidence to their satisfaction of the destruction, loss or
theft of any Debt Security or any Coupon, and there is delivered to the Company
and the Trustee such security or indemnity as may be required by them to save
each of them and any Paying Agent harmless, and neither the Company nor the
Trustee receives notice that such Debt Security or Coupon has been acquired by
a bona fide purchaser, then the Company shall execute and upon Company Request
the Trustee shall authenticate and make available for delivery, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Debt Security or in
exchange for the Coupon Security to which such mutilated, destroyed, lost or
stolen Coupon appertained, a new Debt Security of the same series of like
Stated Maturity and with like terms and conditions and like principal amount,
bearing a number not contemporaneously Outstanding, and, in the case of a
Coupon Security, with such Coupons attached thereto that neither gain nor loss
in interest shall result from such exchange or substitution.

In case any such mutilated, destroyed, lost or stolen Debt
Security or Coupon has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Debt Security, pay the
amount due on such Debt Security or Coupon in accordance with its terms;
provided, however, that principal of (and premium, if any) and any interest on
Bearer Securities shall, except as otherwise provided in Section 12.03, be
payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 3.01 or except as
otherwise provided in this Section 3.06, any interest on Bearer Securities
shall be payable only upon presentation and surrender of the Coupons
appertaining thereto.

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

Every new Debt Security or Coupon of any series issued
pursuant to this Section shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Debt
Security or Coupon shall be at any

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time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Debt Securities or
Coupons of that series duly issued hereunder.

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

Section 3.07. Payment of Interest; Interest Rights Preserved

(a) Interest on any Registered Security which is payable and
is punctually paid or duly provided for on any Interest Payment Date shall be
paid to the Person in whose name such Registered Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest notwithstanding the cancellation of such
Registered Security upon any transfer or exchange subsequent to the Regular
Record Date. Unless otherwise specified as contemplated by Section 3.01 with
respect to the Debt Securities of any series, payment of interest on Registered
Securities shall be made at the place or places specified pursuant to Section
3.01 or, at the option of the Company, by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register
or, if provided pursuant to Section 3.01, by wire transfer to an account
designated by the Registered Holder.

(b) Interest on any Coupon Security which is payable and is
punctually paid or duly provided for on any Interest Payment Date shall be paid
to the Holder of the Coupon which has matured on such Interest Payment Date
upon surrender of such Coupon on such Interest Payment Date at an office or
agency of the Company in a Place of Payment located outside the United States
specified pursuant to Section 3.01.

Interest on any Bearer Security (other than a Coupon Security)
which is payable and is punctually paid or duly provided for on any Interest
Payment Date shall be paid to the Holder of the Bearer Security upon
presentation of such Bearer Security and notation thereon on such Interest
Payment Date at an office or agency of the Company in a Place of Payment
located outside the United States specified pursuant to Section 3.01.

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Unless otherwise specified pursuant to Section 3.01, at the
direction of the Holder of any Bearer Security or Coupon payable in Dollars,
payment on such Bearer Security or Coupon will be made by check or, if
agreeable to the Trustee, by wire transfer to a Dollar account maintained by
such Holder outside the United States. If such payment at the offices of all
Paying Agents outside the United States becomes illegal or is effectively
precluded because of the imposition of exchange controls or similar
restrictions on the full payment or receipt of such amounts in Dollars, the
Company will appoint an office or agent in the United States at which such
payment may be made. Unless otherwise specified pursuant to Section 3.01, at
the direction of the Holder of any Bearer Security or Coupon payable in a
Foreign Currency, payment on such Bearer Security or Coupon will be made by a
check drawn on a bank outside the United States or by wire transfer to an
appropriate account maintained by such Holder outside the United States.
Except as provided in this paragraph, no payment on any Bearer Security or
Coupon will be made by mail to an address in the United States or by wire
transfer to an account in the United States.

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

(1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names such Registered Securities (or
their respective Predecessor Securities) are registered at the close
of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company
shall, at least 25 days prior to the date of the proposed payment,
notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each such Registered Security and the date of
the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money in the Currency or Currency unit
in which the Debt Securities of such series are payable

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(except as otherwise specified pursuant to Section 3.01 or 3.10) equal
to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest which date shall be not more
than 20 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee shall
promptly notify the Company of such Special Record Date and, in the
name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record
Date therefor to be mailed, first-class postage prepaid, to the
Holders of such Registered Securities at their addresses as they
appear in the Security Register, not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the Persons in
whose names such Registered Securities (or their respective
Predecessor Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to
the following clause (2).

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

(d) Any Defaulted Interest payable in respect of Bearer
Securities of any series shall be payable pursuant to such procedures as may be
satisfactory to the Trustee in such manner that there is no discrimination
between the Holders of Registered Securities (if any) and Bearer Securities of
such series, and notice of the payment date therefor shall be given by the
Trustee, in the name and at the expense of the Company, in the manner provided
in Section 1.05 not more than 20 days and not less than 10 days prior to the
date of the proposed payment.

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

In the case of any Registered Security of any series that is
convertible, which Registered Security is converted after any Regular Record
Date and on or prior to the next succeeding Interest Payment Date (other than
any Registered Security whose Maturity is prior to such Interest Payment Date),
interest whose Stated Maturity is on such Interest Payment Date shall be
payable on such Interest Payment Date notwithstanding such conversion, and such
interest (whether or not punctually paid or duly provided for) shall be paid to
the Person in whose name that Registered Security (or one or more predecessor
Registered Securities) is registered at the close of business on such Regular
Record Date. Except as otherwise expressly provided in the immediately
preceding sentence, in the case of any Registered Security which is converted,
interest whose Stated Maturity is after the date of conversion of such
Registered Security shall not be payable.

Section 3.08. Cancellation

Unless otherwise specified pursuant to Section 3.01 for Debt
Securities of any series, all Debt Securities surrendered for payment,
redemption, transfer, exchange, credit against any sinking fund or conversion
and all Coupons surrendered for payment or exchange shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee. All Registered
Securities and matured Coupons so delivered shall be promptly cancelled by the
Trustee. All Bearer Securities and unmatured Coupons so delivered shall be
held by the Trustee and, upon instruction by the Company Order, shall be
cancelled or held for reissuance. Bearer Securities and unmatured Coupons held
for reissuance may be reissued only in exchange for Bearer Securities of the
same series and of like Stated Maturity and with like terms and conditions
pursuant to Section 3.05 or in replacement of mutilated, lost, stolen or
destroyed Bearer Securities of the same series and of like Stated Maturity and
with like terms and conditions or the related Coupons pursuant to Section 3.06.
All

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Bearer Securities and unmatured Coupons held by the Trustee pending such
cancellation or reissuance shall be deemed to be delivered for cancellation for
all purposes of this Indenture and the Debt Securities. The Company may at any
time deliver to the Trustee for cancellation any Debt Securities or Coupons
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Debt Securities
previously authenticated hereunder which the Company has not issued, and all
Debt Securities or Coupons so delivered shall be promptly cancelled by the
Trustee. No Debt Securities or Coupons shall be authenticated in lieu of or in
exchange for any Debt Securities or Coupons cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled Debt
Securities and Coupons held by the Trustee shall be returned to the Company.
The acquisition of any Debt Securities or Coupons by the Company shall not
operate as a redemption or satisfaction of the indebtedness represented thereby
unless and until such Debt Securities or Coupons are surrendered to the Trustee
for cancellation. In the case of any temporary Global Note which shall be
destroyed if the entire aggregate principal amount of the Debt Securities
represented thereby has been exchanged, the certificate of destruction shall
state that all certificates required pursuant to Section 3.04 hereof and
substantially in the form of Exhibit B hereto, to be given by the Euro-clear
Operator or CEDEL, have been duly presented to the Trustee by the Euro-clear
Operator or CEDEL, as the case may be. Permanent Global Notes shall not be
destroyed until exchanged in full for definitive Debt Securities or until
payment thereon is made in full.

Section 3.09. Computation of Interest

Except as otherwise specified pursuant to Section 3.01 for
Debt Securities of any series, interest on the Debt Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 3.10. Currency of Payments in Respect of Debt Securities

(a) Except as otherwise specified pursuant to Section 3.01
for Bearer Securities of any series, payment of the principal of (and premium,
if any) and interest on Bearer Securities of such series denominated in any
Currency will be made in such Currency.

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(b) With respect to Registered Securities of any series not
permitting the election provided for in paragraph (c) below or the Holders of
which have not made the election provided for in paragraph (c) below, except as
provided in paragraph (e) below, payment of the principal of (and premium, if
any) and any interest on any Registered Security of such series will be made in
the Currency in which such Registered Security is payable.

(c) It may be provided pursuant to Section 3.01 with respect
to the Registered Securities of any series that Holders shall have the option,
subject to paragraphs (e) and (f) below, to receive payments of principal of
(and premium, if any) and any interest on such Registered Securities in any of
the Currencies which may be designated for such election by delivering to the
Trustee a written election, to be in form and substance reasonably satisfactory
to the Trustee, not later than the close of business on the Election Date
immediately preceding the applicable payment date. If a Holder so elects to
receive such payments in any such Currency, such election will remain in effect
for such Holder or any transferee of such Holder until changed by such Holder
or such transferee by written notice to the Trustee (but any such change must
be made not later than the close of business on the Election Date immediately
preceding the next payment date to be effective for the payment to be made on
such payment date and no such change or election may be made with respect to
payments to be made on any Registered Security of such series with respect to
which an Event of Default has occurred or notice of redemption has been given
by the Company pursuant to Article Thirteen). Any Holder of any such
Registered Security who shall not have delivered any such election to the
Trustee by the close of business on the applicable Election Date will be paid
the amount due on the applicable payment date in the relevant Currency as
provided in paragraph (b) of this Section 3.10.

(d) If the election referred to in paragraph (c) above has
been provided for pursuant to Section 3.01, then not later than the fourth
Business Day after the Election Date for each payment date, the Trustee will
deliver to the Company a written notice specifying, in the Currency in which
each series of the

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Registered Securities is payable, the respective aggregate amounts of principal
of (and premium, if any) and any interest on the Registered Securities to be
paid on such payment date, specifying the amounts so payable in respect of the
Registered Securities as to which the Holders of Registered Securities
denominated in any Currency shall have elected to be paid in another Currency
as provided in paragraph (c) above. If the election referred to in paragraph
(c) above has been provided for pursuant to Section 3.01 and if at least one
Holder has made such election, then, on the second Business Day preceding each
payment date, the Company will deliver to the Trustee an Exchange Rate
Officer's Certificate in respect of the Currency payments to be made on such
payment date. The Currency amount receivable by Holders of Registered
Securities who have elected payment in a Currency as provided in paragraph (c)
above shall be determined by the Company on the basis of the applicable Market
Exchange Rate in effect on the third Business Day (the "Valuation Date")
immediately preceding each payment date.

(e) If a Conversion Event occurs with respect to a Foreign
Currency, the ECU or any other Currency unit in which any of the Debt
Securities are denominated or payable other than pursuant to an election
provided for pursuant to paragraph (c) above, then with respect to each date
for the payment of principal of (and premium, if any) and any interest on the
applicable Debt Securities denominated or payable in such Foreign Currency, the
ECU or such other Currency unit occurring after the last date on which such
Foreign Currency, the ECU or such other Currency unit was used (the "Conversion
Date"), the Dollar shall be the Currency of payment for use on each such
payment date. The Dollar amount to be paid by the Company to the Trustee and by
the Trustee or any Paying Agent to the Holders of such Debt Securities with
respect to such payment date shall be the Dollar Equivalent of the Foreign
Currency or, in the case of a Currency unit, the Dollar Equivalent of the
Currency unit, in each case as determined by the Currency Determination Agent,
if any, or, if there shall not be a Currency Determination Agent, then by the
Trustee, in the manner provided in paragraph (g) or (h) below.

(f) If the Holder of a Registered Security denominated in any
Currency shall have elected to be paid in another Currency as provided in
paragraph (c) above, and a Conversion Event occurs with respect to such elected
Currency, such Holder shall receive payment in the Currency in which payment
would have been made in the absence of such election. If a Conversion Event
occurs with

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respect to the Currency in which payment would have been made in the absence of
such election, such Holder shall receive payment in Dollars as provided in
paragraph (e) of this Section 3.10.

(g) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Currency Determination Agent, if any, or, if there shall not
be a Currency Determination Agent, then by the Trustee, and shall be obtained
for each subsequent payment date by converting the specified Foreign Currency
into Dollars at the Market Exchange Rate on the Valuation Date.

(h) The "Dollar Equivalent of the Currency unit" shall be
determined by the Currency Determination Agent, if any, or, if there shall not
be a Currency Determination Agent, then by the Trustee, and subject to the
provisions of paragraph (i) below, shall be the sum of each amount obtained by
converting the Specified Amount of each Component Currency into Dollars at the
Market Exchange Rate for such Component Currency on the Valuation Date with
respect to each payment.

(i) For purposes of this Section 3.10 the following terms
shall have the following meanings:

A "Component Currency" shall mean any Currency which, on the
Conversion Date, was a component Currency of the relevant Currency
unit, including, but not limited to, the ECU.

A "Specified Amount" of a Component Currency shall mean the
number of units of such Component Currency or fractions thereof which
were represented in the relevant Currency unit, including, but not
limited to, the ECU, on the Conversion Date. If after the Conversion
Date the official unit of any Component Currency is altered by way of
combination or subdivision, the Specified Amount of such Component
Currency shall be divided or multiplied in the same proportion. If
after the Conversion Date two or more Component Currencies are
consolidated into a single Currency, the respective Specified Amounts
of such Component Currencies shall be replaced by an amount in such
single Currency equal to the sum of the respective Specified Amounts
of such consolidated Component Currencies expressed in such single
Currency, and such amount shall thereafter be a Specified Amount and
such single Currency shall thereafter be a Component Currency. If
after the Conversion Date any

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Component Currency shall be divided into two or more Currencies, the
Specified Amount of such Component Currency shall be replaced by
amounts of such two or more Currencies with appropriate Dollar
equivalents at the Market Exchange Rate on the date of such
replacement equal to the Dollar equivalent of the Specified Amount of
such former Component Currency at the Market Exchange Rate on such
date, and such amounts shall thereafter be Specified Amounts and such
Currencies shall thereafter be Component Currencies. If after the
Conversion Date of the relevant Currency unit, including but not
limited to, the ECU, a Conversion Event (other than any event referred
to above in this definition of "Specified Amount") occurs with respect
to any Component Currency of such Currency unit, the Specified Amount
of such Component Currency shall, for purposes of calculating the
Dollar Equivalent of the Currency unit, be converted into Dollars at
the Market Exchange Rate in effect on the Valuation Date of such
Component Currency.

"Election Date" shall mean the record date with respect to any
payment date, and with respect to the Maturity shall mean the record
date (if within 16 or fewer days prior to the Maturity) immediately
preceding the Maturity, and with respect to any series of Debt
Securities whose record date immediately preceding the Maturity is
more than 16 days prior to the Maturity or any series of Debt
Securities for which no record dates are provided with respect to
interest payments, shall mean the date which is 16 days prior to the
Maturity.

(j) All decisions and determinations of the Trustee or the
Currency Determination Agent, if any, regarding the Dollar Equivalent of the
Foreign Currency, the Dollar Equivalent of the Currency unit and the Market
Exchange Rate shall be in its sole discretion and shall, in the absence of
manifest error, be conclusive for all purposes and irrevocably binding upon the
Company and all Holders of the Debt Securities denominated or payable in the
relevant Currency. In the event of a Conversion Event with respect to a
Foreign Currency, the Company, after learning thereof, will immediately give
written notice thereof to the Trustee (and the Trustee will promptly thereafter
give notice in the manner provided in Section 1.05 to the Holders) specifying
the Conversion Date. In the event of a Conversion Event with respect to the
ECU or any other Currency unit in which Debt Securities are denominated or
payable, the Company, after

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learning thereof, will immediately give written notice thereof to the Trustee
(and the Trustee will promptly thereafter give written notice in the manner
provided in Section 1.05 to the Holders) specifying the Conversion Date and the
Specified Amount of each Component Currency on the Conversion Date. In the
event of any subsequent change in any Component Currency as set forth in the
definition of Specified Amount above, the Company, after learning thereof, will
similarly give written notice to the Trustee. The Trustee shall be fully
justified and protected in relying and acting upon information received by it
from the Company and the Currency Determination Agent, if any and may,
notwithstanding any other provision of this Indenture, conclusively assume that
no Conversion Event or other event of which it is entitled to notice hereunder
has occurred unless it receives written notice thereof as provided herein, and
shall not otherwise have any duty or obligation to determine such information
independently.

(k) For purposes of any provision of the Indenture where the
Holders of Outstanding Debt Securities may perform an Act which requires that a
specified percentage of the Outstanding Debt Securities of all series perform
such Act and for purposes of any decision or determination by the Trustee of
amounts due and unpaid for the principal (and premium, if any) and interest on
the Debt Securities of all series in respect of which moneys are to be
disbursed ratably, the principal of (and premium, if any) and interest on the
Outstanding Debt Securities denominated in a Foreign Currency will be the
amount in Dollars based upon the Market Exchange Rate for Debt Securities of
such series, as of the date for determining whether the Holders entitled to
perform such Act have performed it, or as of the Business Day immediately prior
to the date of such decision or determination by the Trustee, as the case may
be.

Section 3.11. Judgments

If for the purpose of obtaining a judgment in any court with
respect to any obligation of the Company hereunder or under any Debt Security,
it shall become necessary to convert into any other Currency any amount in the
Currency due hereunder or under such Debt Security, then such conversion shall
be made at the Market Exchange Rate as in effect on the date the Company shall
make payment to any Person in satisfaction of such judgment. If pursuant to
any such judgment, conversion shall be made on a date

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other than the date payment is made and there shall occur a change between such
Market Exchange Rate and the Market Exchange Rate as in effect on the date of
payment, the Company agrees to pay such additional amounts (if any) as may be
necessary to ensure that the amount paid is equal to the amount in such other
Currency which, when converted at the Market Exchange Rate as in effect on the
date of payment or distribution, is the amount then due hereunder or under such
Debt Security. Any amount due from the Company under this Section 3.11 shall
be due as a separate debt and is not to be affected by or merged into any
judgment being obtained for any other sums due hereunder or in respect of any
Debt Security. In no event, however, shall the Company be required to pay more
in the Currency or Currency unit due hereunder or under such Debt Security at
the Market Exchange Rate as in effect when payment is made than the amount of
Currency stated to be due hereunder or under such Debt Security so that in any
event the Company's obligations hereunder or under such Debt Security will be
effectively maintained as obligations in such Currency, and the Company shall
be entitled to withhold (or be reimbursed for, as the case may be) any excess
of the amount actually realized upon any such conversion over the amount due
and payable on the date of payment or distribution.

Section 3.12. Exchange Upon Default

If default is made in the payments referred to in Section
12.01, the Company hereby undertakes that upon presentation and surrender of a
permanent Global Note to the Trustee (or to any other Person or at any other
address as the Company may designate in writing), on any Business Day on or
after the maturity date thereof the Company will issue and the Trustee will
authenticate and deliver to the bearer of such permanent Global Note duly
executed and authenticated definitive Debt Securities with the same issue date
and maturity date as set out in such permanent Global Note.

Section 3.13. CUSIP Numbers

The Company in issuing the Debt Securities may use "CUSIP"
numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP"
numbers in notices of redemption as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness of
such

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numbers either as printed on the Debt Securities or as contained in any notice
of a redemption and that reliance may be placed only on the other
identification numbers printed on the Debt Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

Section 4.01. Satisfaction and Discharge of Indenture

This Indenture, with respect to the Debt Securities of any
series (if all series issued under this Indenture are not to be affected),
shall, upon Company Request, cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange or conversion of such
Debt Securities herein expressly provided for or expressly provided in the
terms of the Debt Securities of such series pursuant to Section 3.01, and
rights to receive payments of principal (and premium, if any) and interest on
such Debt Securities) and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

(1) either

(A) all Debt Securities and the Coupons, if any, of such
series theretofore authenticated and delivered (other than (i) Debt
Securities and Coupons of such series which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section
3.06, (ii) Coupons appertaining to Bearer Securities surrendered for
exchange for Registered Securities and maturing after such exchange,
whose surrender is not required or has been waived under Section 3.05,
(iii) Coupons appertaining to Bearer Securities called for redemption
and maturing after the relevant Redemption Date, whose surrender has
been waived as provided in Section 13.06, and (iv) Debt Securities and
Coupons of such series for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as
provided in Section 12.04) have been delivered to the Trustee for
cancellation; or

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(B) all Debt Securities and the Coupons, if any, of such
series not theretofore delivered to the Trustee for cancellation,

(i) have become due and payable, or

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

(iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the
giving of notice by the Trustee in the name, and at
the expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) of this subclause
(B), has irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust for such purpose an amount in the
Currency in which such Debt Securities are denominated (except as
otherwise provided pursuant to Section 3.01 or 3.10) sufficient to pay
and discharge the entire indebtedness on such Debt Securities for
principal (and premium, if any) and interest to the date of such
deposit (in the case of Debt Securities which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may
be; provided, however, in the event a petition for relief under the
Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or state bankruptcy, insolvency or other similar
law, is filed with respect to the Company within 91 days after the
deposit and the Trustee is required to return the deposited money to
the Company, the obligations of the Company under this Indenture with
respect to such Debt Securities shall not be deemed terminated or
discharged;

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

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

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(4) the Company has delivered to the Trustee an Opinion of
Counsel or a ruling by the Internal Revenue Service to the effect that
such deposit and discharge will not cause Holders of the Debt
Securities of the series to recognize income, gain or loss for Federal
income tax purposes.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations
of the Trustee to any Authenticating Agent under Section 6.14, the obligations
of the Company under Section 12.01, and, if money shall have been deposited
with the Trustee pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Trustee under Section 4.02 and the last paragraph of Section
12.04, shall survive. If, after the deposit referred to in Section 4.01 has
been made, (x) the Holder of a Debt Security is entitled to, and does, elect
pursuant to Section 3.10(c), to receive payment in a Currency other than that
in which the deposit pursuant to Section 4.01 was made, or (y) if a Conversion
Event occurs with respect to the Currency in which the deposit was made or
elected to be received by the Holder pursuant to Section 3.10(c), then the
indebtedness represented by such Debt Security shall be fully discharged to the
extent that the deposit made with respect to such Debt Security shall be
converted into the Currency in which such payment is made.

Section 4.02. Application of Trust Money

Subject to the provisions of the last paragraph of Section
12.04, all money deposited with the Trustee pursuant to Section 4.01 shall be
held in trust and applied by it, in accordance with the provisions of the Debt
Securities and Coupons, if any, 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 premium, if any) and interest for whose payment such money
has been deposited with the Trustee.

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ARTICLE FIVE

REMEDIES

Section 5.01. Events of Default

"Event of Default" wherever used herein with respect to Debt
Securities of any series means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law, pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

(1) default in the payment of any interest upon any Debt
Security or any payment with respect to the Coupons, if any, of such
series when it becomes due and payable, and continuance of such
default for a period of 30 days; or

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

(3) default in the deposit of any sinking fund payment, when
and as due by the terms of a Debt Security of such series; or

(4) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant or
warranty a default in whose performance or whose breach is elsewhere
in this Section specifically dealt with or any covenant or warranty
which expressly has been included in this Indenture solely for the
benefit of Debt Securities of a series other than such series), and
continuance of such default or breach for a period of 60 days after
there has been given, by registered or certified mail, to the Company
by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Debt Securities of
such series, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice
of Default" hereunder; or

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

(6) the commencement by the Company of a voluntary case under
the Federal bankruptcy laws, as now or hereafter constituted, or any
other applicable Federal or State bankruptcy, insolvency or other
similar law, or the consent by it to the entry of an order for relief
in an involuntary case under any such law or to the appointment of a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or
other similar official) of the Company or of any substantial part of
its property, or the making by it of an assignment for the benefit of
its creditors, or the admission by it in writing of its inability to
pay its debts generally as they become due, or the taking of corporate
action by the Company in furtherance of any such action; or

(7) any other Event of Default provided with respect to Debt
Securities of that series pursuant to Section 3.01.

Section 5.02. Acceleration of Maturity; Rescission and
Annulment

If an Event of Default with respect to Debt Securities of any
series at that time Outstanding occurs and is continuing, then in every such
case the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Debt Securities of such series may declare the principal amount
(or, if any Debt Securities of such series are Discount Securities, such
portion of the principal amount of such Discount Securities as may be specified
in the terms of such Discount Securities) of all the

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Debt Securities of such series to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon
any such declaration such principal amount (or specified amount), plus accrued
and unpaid interest (and premium, if any), shall become immediately due and
payable. Upon payment of such amount in the Currency in which such Debt
Securities are denominated (except as otherwise provided pursuant to Section
3.01 or 3.10), all obligations of the Company in respect of the payment of
principal of the Debt Securities of such series shall terminate.

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

(1) the Company has paid or deposited with the Trustee a sum
in the Currency in which such Debt Securities are denominated (except
as otherwise provided pursuant to Section 3.01 or 3.10) sufficient to
pay

(A) all overdue installments of interest on all Debt
Securities or all overdue payments with respect to
any Coupons of such series,

(B) the principal of (and premium, if any, on) any Debt
Securities of such series which have become due
otherwise than by such declaration of

acceleration and interest thereon at the rate or
rates prescribed therefor in such Debt Securities,

(C) to the extent that payment of such interest is
lawful, interest upon overdue installments of
interest on each Debt Security of such series or upon
overdue payments on any Coupons of such series at the
Overdue Rate, and

(D) all sums paid or advanced by the Trustee hereunder
and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents
and counsel; provided, however, that all sums payable
under this clause (D) shall be paid in Dollars;

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and

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

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

Section 5.03. Collection of Indebtedness and Suits for
Enforcement by Trustee

The Company covenants that if

(1) default is made in the payment of any installment of
interest on any Debt Security or any payment with respect to any
Coupons when such interest or payment becomes due and payable and such
default continues for a period of 30 days,

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

(3) default is made in the making or satisfaction of any
sinking fund payment or analogous obligation when the same becomes due
pursuant to the terms of the Debt Securities of any series,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Debt Securities or of such Coupons, the amount then due and
payable on such Debt Securities or matured Coupons, for the principal (and
premium, if any) and interest, if any, and, to the extent that payment of such
interest shall be legally enforceable, interest upon the overdue principal (and
premium, if any) and upon overdue installments of interest, at the Overdue
Rate; and, in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

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

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

Section 5.04. Trustee May File Proofs of Claim

In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceedings, or any voluntary or involuntary case under the
Federal bankruptcy laws, as now or hereafter constituted, relative to the
Company or any other obligor upon the Debt Securities and Coupons, if any, of a
particular series or the property of the Company or of such other obligor or
their creditors, the Trustee (irrespective of whether the principal of such
Debt Securities shall then be due and payable as therein expressed or by
declaration of acceleration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

(i) to file and prove a claim for the whole amount of
principal (or, if the Debt Securities of such series are Discount
Securities, such portion of the principal amount as

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may be due and payable with respect to such series pursuant to a
declaration in accordance with Section 5.02) (and premium, if any) and
interest owing and unpaid in respect of the Debt Securities and
Coupons of such series and to file such other papers or documents and
take such other actions, including participating as a member, voting
or otherwise, of any committee of creditors appointed in the matter,
as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and
counsel) and of the Holders of such Debt Securities and Coupons
allowed in such judicial proceeding, and

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

and any receiver, assignee, trustee, custodian, liquidator, sequestrator (or
other similar official) in any such proceeding is hereby authorized by each
such 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 such Holders,
to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 6.07.

Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting
the Debt Securities and any Coupons of such series 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.

Section 5.05. Trustee May Enforce Claims Without Possession
of Debt Securities

All rights of action and claims under this Indenture or the
Debt Securities and the Coupons, if any, of any series may be prosecuted and
enforced by the Trustee without the possession of any of such Debt Securities
or Coupons or the production thereof

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in any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name, as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the Debt
Securities or Coupons in respect of which such judgment has been recovered.

Section 5.06. Application of Money Collected

Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
(and premium, if any) or interest, upon presentation of the Debt Securities or
Coupons of any series in respect of which money has been collected and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

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

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

THIRD: Subject to Article Sixteen, the balance, if any, to
the Person or Persons entitled thereto; and

FOURTH: To the Company.

Section 5.07. Limitation on Suits

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

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(1) such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to such series;

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

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other such
Holders or of the Holders of Outstanding Debt Securities or Coupons of any
other series, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders. For the protection and enforcement of the provisions of this Section
5.07, each and every Holder of Debt Securities or Coupons of any series and the
Trustee for such series shall be entitled to such relief as can be given at law
or in equity.

Section 5.08. Unconditional Right of Holders to Receive
Principal, Premium and Interest

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Notwithstanding any other provision in this Indenture, the
Holder of any Debt Security or of any Coupon shall have the right, which is
absolute and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section 3.07) interest on such Debt Security
or Coupon on the respective Stated Maturity or Maturities expressed in such
Debt Security or Coupon (or, in the case of redemption, on the Redemption Date)
and to convert any Debt Security that is convertible and to institute suit for
the enforcement of any such payment and interest thereon and of such right to
convert, and such right shall not be impaired without the consent of such
Holder.

Section 5.09. Restoration of Rights and Remedies

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

Section 5.10. Rights and Remedies Cumulative

Except as otherwise expressly provided elsewhere in this
Indenture, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section 5.11. Delay or Omission Not Waiver

No delay or omission of the Trustee or of any Holder to
exercise any right or remedy accruing upon any Event of Default

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shall impair any such right or remedy or constitute a waiver of any such Event
of Default or any acquiescence therein. Every right and remedy given by this
Indenture or by law to the Trustee or to the Holders may be exercised from time
to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.

Section 5.12. Control by Holders

The Holders of a majority in principal amount of the
Outstanding Debt Securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Debt Securities of such series, provided, that

(1) such direction shall not be in conflict with any rule of
law or with this Indenture;

(2) subject to the provisions of Section 6.01, the Trustee
shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Responsible Officer or Responsible
Officers of the Trustee, determine that the proceeding so directed
would be unjustly prejudicial to the Holders of Debt Securities of
such series not joining in any such direction;

(3) the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction; and

(4) this provision shall not affect the rights of the Trustee
set forth in Section 6.01(c)(4).

Section 5.13. Waiver of Past Defaults

The Holders of not less than a majority in principal amount of
the Outstanding Debt Securities of any series may on behalf of the Holders of
all the Debt Securities of any such series waive, by notice to the Trustee and
the Company, any past default or Event of Default hereunder with respect to
such series and its consequences, except a default

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(1) in the payment of the principal of (or premium, if any)
or interest on any Debt Security of such series, or in the payment of
any sinking fund installment or analogous obligation with respect to
the Debt Securities of such series, or

(2) in respect of a covenant or provision hereof which
pursuant to Article Eleven cannot be modified or amended without the
consent of the Holder of each Outstanding Debt Security of such series
affected.

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

Section 5.14. Undertaking for Costs

All parties to this Indenture agree, and each Holder of any
Debt Security or any Coupon by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit other than the Trustee of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant, but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder or group of Holders holding in
the aggregate more than 10% in principal amount of the Outstanding Debt
Securities of any series, or to any suit instituted by any Holder of a Debt
Security or Coupon for the enforcement of the payment of the principal of (or
premium, if any) or interest on such Debt Security or the payment of any Coupon
on or after the respective Stated Maturity or Maturities expressed in such Debt
Security or Coupon (or, in the case of redemption, on or after the Redemption
Date) or for the enforcement of the right to convert any Debt Security of any
series as may be provided in accordance with Section 3.01.

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Section 5.15. Waiver of Stay or Extension Laws

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

ARTICLE SIX

THE TRUSTEE

Section 6.01. Certain Duties and Responsibilities

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

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

(2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements
of this Indenture; but in the case of any such certificates or
opinions which by any provisions hereof are specifically required to
be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the
requirements of this Indenture.

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(b) in case an Event of Default with respect to Debt
Securities of any series has occurred and is continuing, the Trustee shall,
with respect to the Debt Securities of such series, exercise such of the rights
and powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

(c) subject to Section 6.04, no provision of this Indenture
shall be construed to relieve the Trustee from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that

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

(2) the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it shall
be proved that the Trustee was negligent in ascertaining the pertinent
facts;

(3) the Trustee shall not be liable with respect to any
action taken, suffered or omitted to be taken by it with respect to
Debt Securities of any series in good faith in accordance with the
direction of the Holders of a majority in principal amount of the
Outstanding Debt Securities of such series relating to the time,
method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture;

(4) the Trustee shall not be required to expend or risk its
own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any
of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it; and

(5) the Trustee shall not be charged with knowledge of any
default or Event of Default or any other act or circumstance upon the
occurrence of which the Trustee may be required to take action unless
a Responsible Officer of the Trustee obtains actual knowledge of such
default, Event of Default, act or circumstance or unless written
notice referencing this Indenture or the Debt Securities is received
by the Trustee at the Corporate Trust Office.

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

Section 6.02. Notice of Defaults

Within 90 days after the occurrence of any default hereunder
with respect to Debt Securities or Coupons, if any, of any series, the Trustee
shall give notice to all Holders of Debt Securities and Coupons of such series
of such default hereunder known to the Trustee, unless such default shall have
been cured or waived; provided, however, that, except in the case of a default
in the payment of the principal of (or premium, if any) or interest on any Debt
Security or Coupon of such series or in the payment of any sinking fund
installment with respect to Debt Securities of such series, the Trustee shall
be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders of Debt Securities
and of Coupons of such series; and provided, further, that in the case of any
default of the character specified in Section 5.01(4) with respect to Debt
Securities of such series no such notice to Holders shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section,
the term "default" means any event which is, or after notice or lapse of time
or both would become, an Event of Default with respect to Debt Securities of
such series.

Notice given pursuant to this Section 6.02 with respect to
Registered Securities shall be transmitted by mail:

(1) to all Registered Holders, as the names and addresses of
the Registered Holders appear in the Security Register;

(2) to such Holders of Bearer Securities of any series as
have within two years preceding such transmission, filed their names
and addresses with the Trustee for such series for that purpose;

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(3) to each Holder of a Debt Security of any series whose
name and address appear in the information preserved at the time by
the Trustee in accordance with Section 7.02(a) of this Indenture; and

(4) to the Company.

Notice given pursuant to this Section 6.02 with respect to
Bearer Securities shall be transmitted in the manner set forth in Section 1.05.

Section 6.03. Certain Rights of Trustee

Except as otherwise provided in Section 6.01:

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

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

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

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

(e) the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders of

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Debt Securities of any series pursuant to this Indenture, unless such Holders
shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction;

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

(g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent (including any agent appointed pursuant
to Section 3.10(j)) or attorney appointed with due care by it hereunder.

Section 6.04. Not Responsible for Recitals or Issuance of
Debt Securities

The recitals contained herein and in the Debt Securities,
except the Trustee's certificates of authentication, shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Debt Securities or Coupons, if any, of
any series. The Trustee shall not be accountable for the use or application by
the Company of any Debt Securities or the proceeds thereof. The Trustee
assumes no responsibility for the accuracy of any statements in any
registration statement relating to the Debt Securities.

Section 6.05. May Hold Debt Securities

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

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Section 6.06. Money Held in Trust

Money in any Currency held by the Trustee or any Paying Agent
in trust hereunder need not be segregated from other funds except to the extent
required by law. Neither the Trustee nor any Paying Agent shall be under any
liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

Section 6.07. Compensation and Reimbursement

The Company agrees:

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

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

(3) to indemnify the Trustee in Dollars for, and to hold it
harmless against, any loss, liability, damage, claims or expense,
including taxes (other than taxes based upon, measured by or
determined by income of the Trustee), incurred without negligence or
bad faith on its part, arising out of or in connection with the
acceptance or

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administration of this trust or performance of its duties hereunder,
including the costs and expenses of defending itself against any claim
or liability in connection with the exercise or performance of any of
its powers or duties hereunder.

As security for the performance of the obligations of the
Company under this Section and in addition to its rights under Section 5.06,
the Trustee shall have a claim prior to the Debt Securities and Coupons, if
any, upon all property and funds held or collected by the Trustee as such,
except funds held in trust pursuant to Section 15.03 hereof or for the payment
of amounts due on particular Debt Securities and Coupons. The fees and
expenses incurred by the Trustee in connection with any bankruptcy of the
Company shall constitute fees and expenses of administration provided, however,
that this shall not affect the Trustee's rights as set forth in the preceding
sentence or Section 5.06.

Section 6.08. Disqualification; Conflicting Interests

(a) If the Trustee has or shall acquire any conflicting
interest, as defined in this Section with respect to the Debt Securities of any
series, then, within 90 days after ascertaining that it has such conflicting
interest, and if the default (as hereinafter defined) to which such conflicting
interest relates has not been cured or duly waived or otherwise eliminated
before the end of such 90-day period, the Trustee shall either eliminate such
conflicting interest or, except as otherwise provided below, resign with
respect to the Debt Securities of such series, and the Company shall take
prompt steps to have a successor appointed, in the manner and with the effect
hereinafter specified in this Article.

(b) In the event that the Trustee shall fail to comply with
the provisions of subsection (a) of this Section with respect to the Debt
Securities of any series, the Trustee shall, within 10 days after the
expiration of such 90-day period, transmit to all Holders of Debt Securities of
such series notice of such failure.

Notice given pursuant to this Section 6.08(b) with respect to
Registered Securities shall be transmitted by mail:

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(1) to all Registered Holders, as the names and addresses of
the Registered Holders appear in the Security Register;

(2) to such Holders of Bearer Securities of any series as
have, within two years preceding such transmission, filed their names
and addresses with the Trustee for such series for that purpose;

(3) to each Holder of a Debt Security of any series whose
name and address appear in the information preserved at the time by
the Trustee in accordance with Section 7.02(a) of this Indenture; and

(4) to the Company.

Notice given pursuant to this Section 6.08(b) with respect to Bearer Securities
shall be transmitted in the manner set forth in Section 1.05.

(c) For the purposes of this Section, the Trustee shall be
deemed to have a conflicting interest with respect to the Debt Securities of
any series, if there shall exist an Event of Default (as such term is defined
herein, but exclusive of any period of grace or requirement of notice) with
respect to such Debt Securities and

(1) the Trustee is trustee under this Indenture with respect
to the Outstanding Debt Securities of any series other than that
series or is trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the Company are outstanding, unless such other
indenture is a collateral trust indenture under which the only
collateral consists of Debt Securities issued under this Indenture,
provided that there shall be excluded from the operation of this
paragraph this Indenture with respect to the Debt Securities of any
series other than that series and any other indenture or indentures
under which other securities, or certificates of interest or
participation in other securities, of the Company are outstanding, if

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(i) this Indenture and such other indenture or
indentures (and all series of securities issuable thereunder)
are wholly unsecured and rank equally and such other indenture
or indentures are hereafter qualified under the Trust
Indenture Act, unless the Commission shall have found and
declared by order pursuant to Section 305(b) or Section 307(c)
of the Trust Indenture Act that differences exist between the
provisions of this Indenture with respect to the Debt
Securities of such series and one or more other series or the
provisions of such other indenture or indentures which are so
likely to involve a material conflict of interest as to make
it necessary, in the public interest or for the protection of
investors to disqualify the Trustee from acting as such under
this Indenture with respect to the Debt Securities of such
series and such other series or under such other indenture or
indentures, or

(ii) the Company shall have sustained the burden of
proving, on application to the Commission and after
opportunity for hearing thereon, that trusteeship under this
Indenture with respect to the Debt Securities of such series
and such other series or such other indenture or indentures is
not so likely to involve a material conflict of interest as to
make it necessary in the public interest or for the protection
of investors to disqualify the Trustee from acting as such
under this Indenture with respect to the Debt Securities of
such series and such other series or under such other
indenture or indentures;

(2) the Trustee or any of its directors or executive officers
is an underwriter for the Company;

(3) the Trustee directly or indirectly controls or is
directly or indirectly controlled by or is under direct or indirect
common control with an underwriter for the Company;

(4) the Trustee or any of its directors or executive officers
is a director, officer, partner, employee, appointee or representative
of the Company, or of an underwriter (other than the Trustee itself)
for the Company who is currently engaged in the business of
underwriting, except that (i) one individual may be a director or an
executive officer, or both, of the Trustee and a director or an
executive officer, or both, of the Company but may not be

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at the same time an executive officer of both the Trustee and the
Company; (ii) if and so long as the number of directors of the Trustee
in office is more than nine, one additional individual may be a
director or an executive officer, or both, of the Trustee and a
director of the Company; and (iii) the Trustee may be designated by
the Company or by any underwriter for the Company to act in the
capacity of transfer agent, registrar, custodian, paying agent, fiscal
agent, escrow agent, or depositary or in any other similar capacity,
or, subject to the provisions of paragraph (1) of this subsection, to
act as trustee, whether under an indenture or otherwise;

(5) 10% or more of the voting securities of the Trustee is
beneficially owned either by the Company or by any director, partner
or executive officer thereof, or 20% or more of such voting securities
is beneficially owned, collectively, by any two or more of such
persons; or 10% or more of the voting securities of the Trustee is
beneficially owned either by an underwriter for the Company or by any
director, partner or executive officer thereof or is beneficially
owned, collectively, by any two or more such persons;

(6) the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default (as
hereinafter in this subsection defined), (i) 5% or more of the voting
securities, or 10% or more of any other class of security, of the
Company not including the Debt Securities issued under this Indenture
and securities issued under any other indenture under which the
Trustee is also trustee, or (ii) 10% or more of any class of security
of an underwriter for the Company;

(7) the Trustee is the beneficial owner of or holds as
collateral security for an obligation which is in default, 5% or more
of the voting securities of any person who, to the knowledge of the
Trustee, owns 10% or more of the voting securities of, or controls
directly or indirectly or is under direct or indirect common control
with, the Company;

(8) the Trustee is the beneficial owner of or holds as
collateral security for an obligation which is in default, 10% or more
of any class of security of any person who, to the knowledge of the
Trustee, owns 50% or more of the voting securities of the Company;

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(9) the Trustee owns, on the date of such Event of Default or
any anniversary of such Event of Default while such Event of Default
remains outstanding, in the capacity of executor, administrator,
testamentary or inter vivos trustee, guardian, committee or
conservator, or in any other similar capacity, an aggregate of 25% or
more of the voting securities, or of any class of security, of any
person, the beneficial ownership of a specified percentage of which
would have constituted a conflicting interest under paragraph (6), (7)
or (8) of this subsection. As to any such securities of which the
Trustee acquired ownership through becoming executor, administrator or
testamentary trustee of an estate which included them, the provisions
of the preceding sentence shall not apply, for a period of not more
than two years from the date of such acquisition, to the extent that
such securities included in such estate do not exceed 25% of such
voting securities or 25% of any such class of security. Promptly
after the dates of any such Event of Default and annually in each
succeeding year that such Event of Default continues, the Trustee
shall make a check of its holdings of such securities in any of the
above-mentioned capacities as of such dates. If the Company fails to
make payment in full of the principal of (or premium, if any) or
interest on any of the Debt Securities when and as the same becomes
due and payable, and such failure continues for 30 days thereafter,
the Trustee shall make a prompt check of its holdings of such
securities in any of the above-mentioned capacities as of the date of
the expiration of such 30-day period, and after such date,
notwithstanding the foregoing provisions of this paragraph, all such
securities so held by the Trustee, with sole or joint control over
such securities vested in it, shall be considered as though
beneficially owned by the Trustee for the purposes of paragraphs (6),
(7) and (8) of this subsection; or

(10) except under the circumstances described in paragraph
(1), (3), (4), (5) or (6) of Section 6.13(b) of this Indenture, the
Trustee shall be or shall become a creditor of the Company.

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For the purposes of paragraph (1) of this subsection, the term
"series of securities" or "series" means a series, class or group of securities
issuable under an indenture pursuant to whose terms holders of one such series
may vote to direct the Trustee, or otherwise take action pursuant to a vote of
such holders, separately from holders of another series; provided, that "series
of securities" or "series" shall not include any series of securities issuable
under an indenture if all such series rank equally and are wholly unsecured.

The specification of percentages in paragraphs (5) to (9),
inclusive, of this subsection shall not be construed as indicating that the
ownership of such percentages of the securities of a person is or is not
necessary or sufficient to constitute direct or indirect control for the
purposes of paragraph (3) or (7) of this subsection.

For the purposes of paragraphs (6), (7), (8) and (9) of this
subsection only, (i) the terms "security" and "securities" shall include only
such securities as are generally known as corporate securities, but shall not
include any note or other evidence of indebtedness issued to evidence an
obligation to repay moneys lent to a person by one or more banks, trust
companies or banking firms, or any certificate of interest or participation in
any such note or evidence of indebtedness; (ii) an obligation shall be deemed
to be "in default" when a default in payment of principal shall have continued
for 30 days or more and shall not have been cured; and (iii) the Trustee shall
not be deemed to be the owner or holder of (A) any security which it holds as
collateral security, as trustee or otherwise, for an obligation which is not in
default as defined in clause (ii) above, or (B) any security which it holds as
collateral security under this Indenture, irrespective of any default
hereunder, or (C) any security which it holds as agent for collection, or as
custodian, escrow agent or depositary, or in any similar representative
capacity.

(d) For the purposes of this Section:

(1) The term "underwriter" when used with reference to the
Company means every person who, within one year prior to the time as
of which the determination is made, has purchased from the Company
with a view to, or has offered or sold for the Company in connection
with, the distribution of any security of the Company outstanding at
such time, or has participated or has had a direct or indirect
participation in any such undertaking, or has participated or has had

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a participation in the direct or indirect underwriting of any such
undertaking, but such term shall not include a person whose interest
was limited to a commission from an underwriter or dealer not in
excess of the usual and customary distributors' or sellers'
commission.

(2) The term "director" means any director of a corporation,
or any individual performing similar functions with respect to any
organization whether incorporated or unincorporated.

(3) The term "person" means an individual, a corporation, a
partnership, an association, a joint stock company, a trust, an
estate, an unincorporated organization, or a government or political
subdivision thereof. As used in this paragraph, the term "trust"
shall include only a trust where the interest or interests of the
beneficiary or beneficiaries are evidenced by a security.

(4) The term "voting security" means any security presently
entitling the owner or holder thereof to vote in the direction or
management of the affairs of a person, or any security issued under or
pursuant to any trust, agreement or arrangements whereby a trustee or
trustees or agent or agents for the owner or holder of such security
are presently entitled to vote in the direction or management of the
affairs of a person.

(5) The term "Company" means any obligor upon the Debt
Securities of any series.

(6) The term "executive officer" means the president, every
vice president, every trust officer, the cashier, the secretary, and
the treasurer of a corporation, and any individual customarily
performing similar functions with respect to any organization, whether
incorporated or unincorporated, but shall not include the chairman of
the board of directors.

(e) The percentages of voting securities and other securities
specified in this Section shall be calculated in accordance with the following
provisions:

(1) A specified percentage of the voting securities of the
Trustee, the Company or any other person referred to in

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this Section (each of whom is referred to as a "person" in this
paragraph) means such amount of the outstanding voting securities of
such person as entitles the holder or holders thereof to cast such
specified percentage of the aggregate votes which the holders of all
the outstanding voting securities of such person are entitled to cast
in the direction or management of the affairs of such person.

(2) A specified percentage of a class of securities of a
person means such percentage of the aggregate amount of securities of
the class outstanding.

(3) The term "amount," when used with regard to securities,
means the principal amount if relating to evidences of indebtedness,
the number of shares if relating to capital shares, and the number of
units if relating to any other kind of security.

(4) The term "outstanding" means issued and not held by or
for the account of the issuer. The following securities shall not be
deemed outstanding within the meaning of this definition:

(i) securities of an issuer held in a sinking fund
relating to securities of the issuer of the same class;

(ii) securities of an issuer held in a sinking fund
relating to another class of securities of the issuer, if the
obligation evidenced by such other class of securities is not
in default as to principal or interest or otherwise;

(iii) securities pledged by the issuer thereof as
security for an obligation of the issuer not in default as to
principal or interest or otherwise; and

(iv) securities held in escrow if placed in escrow
by the issuer thereof;

provided, however, that any voting securities of an issuer shall be
deemed outstanding if any person other than the issuer is entitled to
exercise the voting rights thereof.

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(5) A security shall be deemed to be of the same class as
another security if both securities confer upon the holder or holders
thereof substantially the same rights and privileges; provided,
however, that, in the case of secured evidences of indebtedness, all
of which are issued under a single indenture, differences in the
interest rates or maturity dates of various series thereof shall not
be deemed sufficient to constitute such series different classes; and
provided, further, that, in the case of unsecured evidences of
indebtedness, differences in the interest rates or maturity dates
thereof shall not be deemed sufficient to constitute them securities
of different classes, whether or not they are issued under a single
indenture.

(f) Except in the case of a default in the payment of the
principal of or interest on any Debt Security of any series, or in the payment
of any sinking or purchase fund installment, the Trustee shall not be required
to resign as provided by this Section if the Trustee shall have sustained the
burden of proving, on application to the Commission and after opportunity for
hearing thereon, that:

(1) the Event of Default may be cured or waived during a
reasonable period and under the procedures described in such
application; and

(2) a stay of the Trustee's duty to resign will not be
inconsistent with the interests of Holders of the Debt Securities.

The filing of such an application shall automatically stay the performance of
the duty to resign until the Commission orders otherwise.

Section 6.09. Corporate Trustee Required; Eligibility

There shall at all times be a Trustee hereunder which shall be
a corporation organized and doing business under the laws of the United States
of America, any State thereof or the District of Columbia, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000, subject to supervision or examination by
Federal, State or District of Columbia authority and eligible to act as Trustee
hereunder in compliance with Section 310(a)(1) of

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the Trust Indenture Act. If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. Neither the Company nor any person directly or
indirectly controlling, controlled by, or under common control with the Company
shall serve as Trustee upon any Debt Securities.

Section 6.10. Resignation and Removal; Appointment of
Successor

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

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

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

(d) If at any time:

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

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

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

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

(e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Debt Securities of one or more series, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Debt Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Debt Securities of one or more or all of such series and that at any time there
shall be only one Trustee with respect to the Debt Securities of any particular
series) and shall comply with the applicable requirements of Section 6.11. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Debt
Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Debt Securities of such series delivered
to the Company and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment, become the successor
Trustee with respect to the Debt Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Debt Securities of any series shall have been so
appointed by the Company or the Holders of such series and accepted appointment
in the manner hereinafter provided, the Trustee or any Holder who has been a
bona fide Holder of a Debt Security of such series for at least six months may,
subject to Section 5.14,

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on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Debt Securities of such series.

(f) The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Debt Securities of any series
and each appointment of a successor Trustee with respect to the Debt Securities
of any series in the manner and to the extent provided in Section 1.05 to the
Holders of Debt Securities of such series. Each notice shall include the name
of the successor Trustee with respect to the Debt Securities of such series and
the address of its corporate trust office.

Section 6.11. Acceptance of Appointment by Successor

(a) In the case of an appointment hereunder of a successor
Trustee with respect to all Debt Securities, each such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee,
but, on request of the Company or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee, and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder, subject
nevertheless to its claim, if any, provided for in Section 6.07.

(b) In case of the appointment hereunder of a successor
Trustee with respect to the Debt Securities of one or more (but not all)
series, the Company, the retiring Trustee and each successor Trustee with
respect to the Debt 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 Debt

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Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to
all Debt Securities, shall contain such provisions as shall be deemed necessary
or desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Debt Securities of that or those series as
to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in any such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any other trust or trusts hereunder administered by any other such Trustee; and
upon the execution and delivery of any 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 Debt Securities
of that or those series to which the appointment of such successor Trustee
relates, but, on request of the Company or any successor Trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder with respect to the
Debt Securities of that or those series to which the appointment of such
successor Trustee relates.

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

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

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Section 6.12. Merger, Conversion, Consolidation or Succession
to Business

Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided that such corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or
any further act on the part of any of the parties hereto. In case any Debt
Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Debt
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Debt Securities. In case any Debt Securities
shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Debt Securities, in either
its own name or that of its predecessor Trustee, with the full force and effect
which this Indenture provides for the certificate of authentication of the
Trustee.

Section 6.13. Preferential Collection of Claims Against
Company

(a) Subject to subsection (b) of this Section, if the Trustee
shall be or shall become a creditor, directly or indirectly, secured or
unsecured, of the Company within three months prior to a default, as defined in
subsection (c) of this Section, or subsequent to such default, then, unless and
until such default shall be cured, the Trustee shall set apart and hold in a
special account for the benefit of the Trustee individually, the Holders of the
Debt Securities and of the Coupons, if any, and the holders of other indenture
securities (as defined in subsection (c) of this Section):

(1) an amount equal to any and all reductions in the amount
due and owing upon any claim as such creditor in respect of principal
or interest, effected after the beginning of such three-month period
and valid as against the Company and its other creditors, except any
such reduction resulting from the receipt or disposition of any
property described in paragraph (2) of this subsection, or from the
exercise of any right of set-off which the Trustee could have
exercised if a voluntary or involuntary case had

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been commenced in respect of the Company under the Federal bankruptcy
laws, as now or hereafter constituted, or any other applicable Federal
or State bankruptcy, insolvency or other similar law upon the date of
such default; and

(2) all property received by the Trustee in respect of any
claim as such creditor, either as security therefor, or in
satisfaction or composition thereof, or otherwise, after the beginning
of such three-month period, or an amount equal to the proceeds of any
such property, if disposed of, subject, however, to the rights, if
any, of the Company and its other creditors in such property or such
proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

(A) to retain for its own account (i) payments made on
account of any such claim by any Person (other than the Company) who
is liable thereon, and (ii) the proceeds of the bona fide sale of any
such claim by the Trustee to a third Person, and (iii) distributions
made in cash, securities or other property in respect of claims filed
against the Company in bankruptcy or receivership or in proceedings or
reorganization pursuant to the Federal bankruptcy laws, as now or
hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency or other similar law;

(B) to realize, for its own account, upon any property held
by it as security for any such claim, if such property was so held
prior to the beginning of such three-month period;

(C) to realize, for its own account, but only to the extent
of the claim hereinafter mentioned, upon any property held by it as
security for any such claim, if such claim was created after the
beginning of such three-month period and such property was received as
security therefor simultaneously with the creation thereof, and if the
Trustee shall sustain the burden of proving that at the time such
property was so received the Trustee had no reasonable cause to
believe that a default, as defined in subsection (c) of this Section,
would occur within three months, or

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(D) to receive payment on any claim referred to in paragraph
(B) or (C) against the release of any property held as security for
such claim as provided in paragraph (B) or (C), as the case may be, to
the extent of the fair value of such property.

For the purposes of paragraphs (B), (C) and (D), property
substituted after the beginning of such three-month period for property held as
security at the time of such substitution shall, to the extent of the fair
value of the property released, have the same status as the property released,
and, to the extent that any claim referred to in any of such paragraphs is
created in renewal of or in substitution for or for the purpose of repaying or
refunding any pre-existing claim of the Trustee as such creditor, such claim
shall have the same status as such pre-existing claim.

If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof shall be
apportioned among the Trustee, the Holders and the holders of other indenture
securities in such manner that the Trustee, the Holders and the holders of
other indenture securities realize, as a result of payments from such special
account and payments of dividends on claims filed against the Company in
bankruptcy or receivership or in proceedings for reorganization pursuant to the
Federal bankruptcy laws, as now or hereafter constituted or any other
applicable Federal or State bankruptcy, insolvency or other similar law, the
same percentage of their respective claims, figured before crediting to the
claim of the Trustee anything on account of the receipt by it from the Company
of the funds and property in such special account and before crediting to the
respective claims of the Trustee and the Holders and the holders of other
indenture securities dividends on claims filed against the Company in
bankruptcy or receivership or in proceedings for reorganization pursuant to the
Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or State bankruptcy, insolvency or other similar law, but
after crediting thereon receipts on account of the indebtedness represented by
their respective claims from all sources other than from such dividends and
from the funds and property so held in such special account. As used in this
paragraph, with respect to any claim, the term "dividends" shall include any
distribution with respect to such claim, in bankruptcy or receivership or
proceedings for reorganization pursuant to the Federal bankruptcy laws, as now
or hereafter constituted, or any other applicable Federal or State bankruptcy,

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insolvency or other similar law, whether such distribution is made in cash,
securities, or other property, but shall not include any such distribution with
respect to the secured portion, if any, of such claim. The court in which such
bankruptcy, receivership or proceedings for reorganization is pending shall
have jurisdiction (i) to apportion among the Trustee and the Holders and the
holders of other indenture securities, in accordance with the provisions of
this paragraph, the funds and property held in such special account and
proceeds thereof, or (ii) in lieu of such apportionment, in whole or in part,
to give to the provisions of this paragraph due consideration in determining
the fairness of the distributions to be made to the Trustee and the Holders and
the holders of other indenture securities with respect to their respective
claims, in which event it shall not be necessary to liquidate or to appraise
the value of any securities or other property held in such special account or
as security for any such claim, or to make a specific allocation of such
distributions as between the secured and unsecured portions of such claim, or
otherwise to apply the provisions of this paragraph as a mathematical formula.

Any Trustee which has resigned or been removed after the
beginning of such three-month period shall be subject to the provisions of this
subsection as though such resignation or removal had not occurred. If any
Trustee has resigned or been removed prior to the beginning of such three-month
period, it shall be subject to the provisions of this subsection if and only if
the following conditions exist:

(i) the receipt of property or reduction of claim, which
would have given rise to the obligation to account, if such Trustee
had continued as Trustee, occurred after the beginning of such
three-month period; and

(ii) such receipt of property or reduction of claim occurred
within three months after such resignation or removal.

(b) There shall be excluded from the operation of subsection
(a) of this Section a creditor relationship arising from:

(1) the ownership or acquisition of securities issued under
any indenture, or any security or securities having a maturity of one
year or more at the time of acquisition by the Trustee;

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(2) advances authorized by a receivership or bankruptcy court
of competent jurisdiction or by this Indenture, for the purpose of
preserving any property which shall at any time be subject to the Lien
of this Indenture or of discharging tax liens or other prior liens or
encumbrances thereon, if notice of such advances and of the
circumstances surrounding the making thereof is given to the Holders
at the time and in the manner provided in this Indenture;

(3) disbursements made in the ordinary course of business in
the capacity of trustee under an indenture, transfer agent, registrar,
custodian, paying agent, fiscal agent or depositary, or other similar
capacity;

(4) an indebtedness created as a result of services rendered
or premises rented, or an indebtedness created as a result of goods or
securities sold in a cash transaction as defined in subsection (c) of
this Section;

(5) the ownership of stock or of other securities of a
corporation organized under the provisions of Section 25(a) of the
Federal Reserve Act, as amended, which is directly or indirectly a
creditor of the Company; and

(6) the acquisition, ownership, acceptance or negotiation of
any drafts, bills of exchange, acceptances or obligations which fall
within the classification of self-liquidating paper as defined in
subsection (c) of this Section.

(1) The term "default" means any failure to make payment in
full of the principal of or interest on any of the Debt Securities or
upon the other indenture securities when and as such principal or
interest becomes due and payable.

(2) The term "other indenture securities" means securities
upon which the Company is an obligor outstanding under any other
indenture (i) under which the Trustee is also trustee, (ii) which
contains provisions substantially

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similar to the provisions of this Section, and (iii) under which a
default exists at the time of the apportionment of the funds and
property held in such special account.

(3) The term "cash transaction" means any transaction in
which full payment for goods or securities sold is made within seven
days after delivery of the goods or securities in currency or in
checks or other orders drawn upon banks and payable upon demand.

(4) The term "self-liquidating paper" means any draft, xxxx
of exchange, acceptance or obligation which is made, drawn, negotiated
or incurred by the Company for the purpose of financing the purchase,
processing, manufacturing, shipment, storage or sale of goods, wares
or merchandise and which is secured by documents evidencing title to,
possession of, or a lien upon, the goods, wares or merchandise or the
receivables or proceeds arising from the sale of the goods, wares or
merchandise previously constituting the security, provided the
security is received by the Trustee simultaneously with the creation
of the creditor relationship with the Company arising from the making,
drawing, negotiating or incurring of the draft, xxxx of exchange,
acceptance or obligation.

(5) The term "Company" means any obligor upon the Debt
Securities.

Section 6.14. Appointment of Authenticating Agent.

As long as any Debt Securities of a series remain Outstanding,
upon a Company Request, there shall be an authenticating agent (the
"Authenticating Agent") appointed, for such period as the Company shall elect,
by the Trustee for such series of Debt Securities to act as its agent on its
behalf and subject to its direction in connection with the authentication and
delivery of each series of Debt Securities for which it is serving as Trustee.
Debt Securities of each such series authenticated by such Authenticating Agent
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by such Trustee. Wherever
reference is made in this Indenture to the authentication and delivery of Debt
Securities of any series by the Trustee for such series or to the Trustee's
Certificate of Authentication, such

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reference shall be deemed to include authentication and delivery on behalf of
the Trustee for such series by an Authenticating Agent for such series and a
Certificate of Authentication executed on behalf of such Trustee by such
Authenticating Agent. Such Authenticating Agent shall at all times be a
corporation organized and doing business under the laws of the United States of
America or of any State, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $5,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

Any corporation into which any Authenticating Agent may be
merged or converted, or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which any
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency business of any Authenticating Agent, shall continue to be the
Authenticating Agent with respect to all series of Debt Securities for which it
served as Authenticating Agent without the execution or filing of any paper or
any further act on the part of the Trustee for such series or such
Authenticating Agent. Any Authenticating Agent may at any time, and if it
shall cease to be eligible shall, resign by giving written notice of
resignation to the applicable Trustee and to the Company.

Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 6.14 with respect to
one or more or all series of Debt Securities, the Trustee for such series shall
upon Company Request appoint a successor Authenticating Agent, and the Company
shall provide notice of such appointment to all Holders of Debt Securities of
such series in the manner and to the extent provided in Section 1.05. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become

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vested with all rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as Authenticating Agent
herein. The Trustee for the Debt Securities of such series agrees to pay to
the Authenticating Agent for such series from time to time reasonable
compensation for its services, and the Trustee shall be entitled to be
reimbursed for such payment, subject to the provisions of Section 6.07. The
Authenticating Agent for the Debt Securities of any series shall have no
responsibility or liability for any action taken by it as such in good faith
and without negligence at the direction of the Trustee for such series.

If an appointment with respect to one or more series is made
pursuant to this Section, the Debt Securities of such series may have endorsed
thereon, in addition to the Trustee's certificate of authentication, an
alternative certificate of authentication in the following form:

This is one of the series of Debt Securities referred to in
the within mentioned Indenture.

,
---------------------------------------
As Trustee

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

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

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ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01. Company to Furnish Trustee Names and Addresses
of Holders

The Company will furnish or cause to be furnished to the
Trustee with respect to Registered Securities of each series for which it acts
as Trustee:

(a) semi-annually on a date not more than 15 days after each
Regular Record Date with respect to an Interest Payment Date, if any, for the
Registered Securities of such series (or on semi-annual dates in each year to
be determined pursuant to Section 3.01 if the Registered Securities of such
series do not bear interest), a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Registered Holders as of
the date 15 days next preceding each such Regular Record Date (or such
semi-annual dates, as the case may be); and

(b) at such other times as the Trustee may request in
writing, within 15 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to
the time such list is furnished;

provided, however, that if and so long as the Trustee shall be the Security
Registrar for such series, no such list need be furnished.

The Company shall also be required to furnish to the Trustee
at all such times set forth above all information in the possession or control
of the Company or any of its Paying Agents other than the Trustee as to the
names and addresses of the Holders of Bearer Securities of all series;
provided, however, that the Company shall have no obligation to investigate any
matter relating to any Holders of Bearer Securities of any series.

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Section 7.02. Preservation of Information; Communication to
Holders

(a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of
Holders contained in the most recent list furnished to the Trustee as provided
in Section 7.01 received by it in the capacity of Paying Agent (if so acting)
hereunder, and filed with it within the two preceding years pursuant to Section
7.03(c)(2).

The Trustee may destroy any list furnished to it as provided
in Section 7.01 upon receipt of a new list so furnished, destroy any
information received by it as Paying Agent (if so acting) hereunder upon
delivering to itself as Trustee, not earlier than 45 days after an Interest
Payment Date, a list containing the names and addresses of the Holders obtained
from such information since the delivery of the next previous list, if any,
destroy any list delivered to itself as Trustee which was compiled from
information received by it as Paying Agent (if so acting) hereunder upon the
receipt of a new list so delivered, and destroy not earlier than two years
after filing, any information filed with it pursuant to Section 7.03(c)(2).

(b) If three or more Holders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Debt Security for a
period of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other Holders
of Debt Securities of a particular series (in which case the applicants must
hold Debt Securities of such series) or with all Holders of Debt Securities
with respect to their rights under this Indenture or under the Debt Securities
and is accompanied by a copy of the form of proxy or other communication which
such applicants propose to transmit, then the Trustee shall, within five
Business Days after the receipt of such application, at its election, either

(i) afford such applicants access to the information
preserved at the time by the Trustee in accordance with Section
7.02(a), or

(ii) inform such applicants as to the approximate number of
Holders of Debt Securities of such series or of all Debt Securities,
as the case may be, whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with
Section 7.02(a), and as to the approximate cost of mailing to such
Holders the form of proxy or other communication, specified in such
application.

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If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon written request of such
applicants, mail to the Holders of Debt Securities of such series or all
Holders, as the case may be, whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with Section
7.02(a), a copy of the form of proxy or other communication which is specified
in such request, with reasonable promptness after a tender to the Trustee of
the material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender, the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interests of the Holders of Debt Securities of such series or all Holders, as
the case may be, or would be in violation of applicable law. Such written
statement shall specify the basis of such opinion. If the Commission, after
opportunity for a hearing upon the objections specified in the written
statement so filed, shall enter an order refusing to sustain any of such
objections or if after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such
Holders with reasonable promptness after the entry of such order and the
renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

(c) Every Holder of Debt Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders in accordance with
Section 7.02(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of
mailing of any material pursuant to a request made under Section 7.02(b).

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Section 7.03. Reports by Trustee

(a) Within 60 days after May 15 of each year, commencing May
15, 1995, the Trustee shall, to the extent required by the Trust Indenture Act,
transmit to all Holders of Debt Securities of any series with respect to which
it acts as Trustee, in the manner hereinafter provided in this Section 7.03, a
brief report dated as of such date with respect to any of the following events
which may have occurred within the previous 12 months (but if no such event has
occurred within such period no report need be transmitted):

(1) any change to its eligibility under
Section 6.09 and its qualifications under Section 6.08;

(2) the creation of or any material change to a relationship
specified in paragraph (1) through (10) of Section 6.08(c) of this
Indenture;

(3) the character and amount of any advances (and if the
Trustee elects so to state, the circumstances surrounding the making
thereof) made by the Trustee (as such) which remain unpaid on the date
of such report, and for the reimbursement of which it claims or may
claim a lien or charge, prior to that of the Debt Securities of such
series, on any property or funds held or collected by it as Trustee,
except that the Trustee shall not be required (but may elect) to
report such advances if such advances so remaining unpaid aggregate
not more than 1/2 of 1% of the principal amount of the Outstanding
Debt Securities of such series on the date of such report;

(4) any change to the amount, interest rate and maturity date
of all other indebtedness owing by the Company (or any other obligor
on the Debt Securities of such series) to the Trustee in its
individual capacity, on the date of such report, with a brief
description of any property held as collateral security therefor,
except an indebtedness based upon a creditor relationship arising in
any manner described in Section 6.13(b)(2), (3), (4) or (6);

(5) any change to the property and funds, if any, physically
in the possession of the Trustee as such on the date of such report;

(6) any additional issue of Debt Securities which the Trustee
has not previously reported; and

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(7) any action taken by the Trustee in the performance of its
duties hereunder which it has not previously reported and which in its
opinion materially affects the Debt Securities of such series, except
action in respect of a default, notice of which has been or is to be
withheld by the Trustee in accordance with Section 6.02.

(b) The Trustee shall transmit by mail to all Holders of Debt
Securities of any series (whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with Section 7.02(a)) for
which it acts as the Trustee, as hereinafter provided, a brief report with
respect to the character and amount of any advances (and if the Trustee elects
so to state, the circumstances surrounding the making thereof) made by the
Trustee (as such) since the date of the last report transmitted pursuant to
subsection (a) of this Section (or if no such report has yet been so
transmitted, since the date of execution of this instrument) for the
reimbursement of which it claims or may claim a lien or charge, prior to that
of the Debt Securities of such series, on property or funds held or collected
by it as Trustee, and which it has not previously reported pursuant to this
subsection, except that the Trustee for each series shall not be required (but
may elect) to report such advances if such advances remaining unpaid at any
time aggregate 10% or less of the principal amount of the Debt Securities of
such series Outstanding at such time, such report to be transmitted within 90
days after such time.

(1) to all Holders of Registered Securities, as the names and
addresses of such Holders of Registered Securities appear in the
Security Register;

(2) to such Holders of Bearer Securities of any series as
have, within two years preceding such transmission, filed their names
and addresses with the Trustee for such series for that purpose; and

(3) except in the cases of reports pursuant to subsection (b)
of this Section 7.03, to each Holder of a Debt Security of any series
whose name and address appear in

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the information preserved at the time by the Trustee in accordance
with Section 7.02(a).

Reports pursuant to this Section 7.03 with respect to Bearer Securities shall
be published in accordance with Section 1.05.

(d) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which any Debt Securities of such series are listed, with the Commission and
also with the Company. The Company will notify the Trustee when any series of
Debt Securities are listed on any stock exchange.

Section 7.04. Reports by Company

The Company will:

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

(2) file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with
respect to compliance by the Company with the conditions and covenants
of this Indenture as may be required from time to time by such rules
and regulations; and

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(3) transmit to all Holders of Debt Securities, in the manner
and to the extent provided in Section 7.03, within 30 days after the
filing thereof with the Trustee, such summaries of any information,
documents and reports required to be filed by the Company pursuant to
paragraphs (1) and (2) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission.

ARTICLE EIGHT

CONCERNING THE HOLDERS

Section 8.01. Acts of Holders

Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent or
proxy duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee, and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Whenever in this
Indenture it is provided that the Holders of a specified percentage in
aggregate principal amount of the Outstanding Debt Securities of any series may
take any Act, the fact that the Holders of such specified percentage have
joined therein may be evidenced (a) by the instrument or instruments executed
by Holders in person or by agent or proxy appointed in writing, or (b) by the
record of Holders voting in favor thereof at any meeting of such Holders duly
called and held in accordance with the provisions of Article Nine, or (c) by a
combination of such instrument or instruments and any such record of such a
meeting of Holders.

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Section 8.02. Proof of Ownership; Proof of Execution of
Instruments by Holder

The ownership of Registered Securities of any series shall be
proved by the Security Register for such series or by a certificate of the
Security Registrar for such series.

The ownership of Bearer Securities shall be proved by
production of such Bearer Securities or by a certificate executed by any bank
or trust company, which certificate shall be dated and shall state that on the
date thereof a Bearer Security bearing a specified identifying number or other
xxxx was deposited with or exhibited to the person executing such certificate
by the person named in such certificate, or by any other proof of possession
reasonably satisfactory to the Trustee. The holding by the person named in any
such certificate of any Bearer Security specified therein shall be presumed to
continue for a period of one year unless at the time of determination of such
holding (1) another certificate bearing a later date issued in respect of the
same Bearer Security shall be produced, (2) such Bearer Security shall be
produced by some other person, (3) such Bearer Security shall have been
registered on the Security Register, if, pursuant to Section 3.01, such Bearer
Security can be so registered, or (4) such Bearer Security shall have been
cancelled or paid.

Subject to the provisions of Sections 6.01, 6.03 and 9.05,
proof of the execution of a writing appointing an agent or proxy and of the
execution of any instrument by a Holder or his agent or proxy shall be
sufficient and conclusive in favor of the Trustee and the Company if made in
the following manner:

The fact and date of the execution by any such person of any
instrument may be proved by the certificate of any notary public or other
officer authorized to take acknowledgments of deeds, that the person executing
such instrument acknowledged to him the execution thereof, or by an affidavit
of a witness to such execution sworn to before any such notary or other such
officer. Where such execution is by an officer of a corporation or association
or a member of a partnership on behalf of such corporation, association or
partnership, as the case may be, or by any other person acting in a
representative capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.

The record of any Holders' meeting shall be proved in the
manner provided in Section 9.06.

The Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section so long as the
request is a reasonable one.

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Section 8.03. Persons Deemed Owners

The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name any Registered Security is
registered as the owner of such Registered Security for the purpose of
receiving payment of the principal of (and premium, if any) and (subject to
Section 3.07) interest, if any, on such Registered Security and for all other
purposes whatsoever, whether or not such Registered Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary. The Company, the Trustee, and any
agent of the Company or the Trustee may treat the Holder of any Bearer Security
or of any Coupon as the absolute owner of such Bearer Security or Coupon for
the purposes of receiving payment thereof or on account thereof and for all
other purposes whatsoever, whether or not such Bearer Security or Coupon be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary. All payments made to
any Holder, or upon his order, shall be valid, and, to the extent of the sum or
sums paid, effectual to satisfy and discharge the liability for moneys payable
upon such Debt Security or Coupon.

Section 8.04. Revocation of Consents; Future Holders Bound

At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 8.01, of the taking of any Act by the Holders
of the percentage in aggregate principal amount of the Outstanding Debt
Securities specified in this Indenture in connection with such Act, any Holder
of a Debt Security the number, letter or other distinguishing symbol of which
is shown by the evidence to be included in the Debt Securities the Holders of
which have consented to such Act may, by filing written notice with the Trustee
at the Corporate Trust Office and upon proof of ownership as provided in
Section 8.02, revoke such Act so far as it concerns such Debt Security. Except
as aforesaid, any such Act taken by the Holder of any Debt Security shall be
conclusive and binding upon such Holder and, subject to the provisions of
Section 5.08, upon all future

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Holders of such Debt Security and all past, present and future Holders of
Coupons, if any, appertaining thereto and of any Debt Securities and Coupons
issued on transfer or in lieu thereof or in exchange or substitution therefor,
irrespective of whether or not any notation in regard thereto is made upon such
Debt Security or Coupons or such other Debt Securities or Coupons.

ARTICLE NINE

HOLDERS' MEETINGS

Section 9.01. Purposes of Meetings

A meeting of Holders of any or all series may be called at any
time and from time to time pursuant to the provisions of this Article Nine for
any of the following purposes:

(1) to give any notice to the Company or to the Trustee for
such series, or to give any directions to the Trustee for such series,
or to consent to the waiving of any default or Event of Default
hereunder and its consequences, or to take any other action authorized
to be taken by Holders pursuant to any of the provisions of Article
Five;

(2) to remove the Trustee for such series and appoint a
successor Trustee pursuant to the provisions of Article Six;

(3) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 11.02; or

(4) to take any other action authorized to be taken by or on
behalf of the Holders of any specified aggregate principal amount of
the Outstanding Debt Securities of any one or more or all series, as
the case may be, under any other provision of this Indenture or under
applicable law.

Section 9.02. Call of Meetings by Trustee

The Trustee for any series may at any time call a meeting of
Holders of such series to take any action specified in Section 9.01, to be held
at such time or times and at such place

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or places as the Trustee for such series shall determine. Notice of every
meeting of the Holders of any series, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be given to Holders of such series in the manner and to the
extent provided in Section 1.05. Such notice shall be given not less than 20
days nor more than 90 days prior to the date fixed for the meeting.

Section 9.03. Call of Meetings by Company or Holders

In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 10% in aggregate principal amount of the
Outstanding Debt Securities of a series or of all series, as the case may be,
shall have requested the Trustee for such series to call a meeting of Holders
of any or all such series by written request setting forth in reasonable detail
the action proposed to be taken at the meeting, and the Trustee shall not have
given the notice of such meeting within 20 days after the receipt of such
request, then the Company or such Holders may determine the time or times and
the place or places for such meetings and may call such meetings to take any
action authorized in Section 9.01, by giving notice thereof as provided in
Section 9.02.

Section 9.04. Qualifications for Voting

To be entitled to vote at any meeting of Holders a Person
shall be (a) a Holder of a Debt Security of the series with respect to which
such meeting is being held or (b) a Person appointed by an instrument in
writing as agent or proxy by such Holder. The only Persons who shall be
entitled to be present or to speak at any meeting of Holders shall be the
Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee for the series with respect to which such
meeting is being held and its counsel and any representatives of the Company
and its counsel.

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Section 9.05. Regulations

Notwithstanding any other provisions of this Indenture, the
Trustee for any series may make such reasonable regulations as it may deem
advisable for any meeting of Holders of such series, in regard to proof of the
holding of Debt Securities of such series and of the appointment of proxies,
and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall deem appropriate.

The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of such series as provided in Section 9.03, in which
case the Company or the Holders calling the meeting, as the case may be, shall
in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by a majority vote of the
meeting.

Subject to the provisos in the definition of "Outstanding," at
any meeting each Holder of a Debt Security of the series with respect to which
such meeting is being held or proxy therefor shall be entitled to one vote for
each $1,000 principal amount (or such other amount as shall be specified as
contemplated by Section 3.01) of Debt Securities of such series held or
represented by him; provided, however, that no vote shall be cast or counted at
any meeting in respect of any Debt Security challenged as not Outstanding and
ruled by the chairman of the meeting to be not Outstanding. The chairman of
the meeting shall have no right to vote other than by virtue of Outstanding
Debt Securities of such series held by him or instruments in writing duly
designating him as the person to vote on behalf of Holders of Debt Securities
of such series. Any meeting of Holders with respect to which a meeting was
duly called pursuant to the provisions of Section 9.02 or 9.03 may be adjourned
from time to time by a majority of such Holders present and the meeting may be
held as so adjourned without further notice.

Section 9.06. Voting

The vote upon any resolution submitted to any meeting of
Holders with respect to which such meeting is being held shall be by written
ballots on which shall be subscribed the signatures of such Holders or of their
representatives by proxy and the serial number or numbers of the Debt
Securities held or

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represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or
against any resolution and who shall make and file with the secretary of the
meeting their verified written reports in duplicate of all votes cast at the
meeting. A record in duplicate of the proceedings of each meeting of Holders
shall be taken and there shall be attached to said record the original reports
of the inspectors of votes on any vote by ballot taken thereat and affidavits
by one or more persons having knowledge of the facts setting forth a copy of
the notice of the meeting and showing that said notice was transmitted as
provided in Section 9.02. The record shall show the serial numbers of the Debt
Securities voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chairman and secretary
of the meeting and one of the duplicates shall be delivered to the Company and
the other to the Trustee to be preserved by the Trustee.

Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

Section 9.07. No Delay of Rights by Meeting

Nothing contained in this Article Nine shall be deemed or
construed to authorize or permit, by reason of any call of a meeting of Holders
or any rights expressly or impliedly conferred hereunder to make such call, any
hindrance or delay in the exercise of any right or rights conferred upon or
reserved to the Trustee or to any Holder under any of the provisions of this
Indenture or of the Debt Securities of any series.

ARTICLE TEN

INTENTIONALLY OMITTED

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ARTICLE ELEVEN

SUPPLEMENTAL INDENTURES

Section 11.01. Supplemental Indentures Without Consent of
Holders

Without prior notice to or the consent of any Holders, the
Company, when authorized by a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another Corporation to the
rights of the Company and the assumption by such successor of the
covenants and other obligations of the Company herein and in the Debt
Securities and Coupons, if any, contained; or

(2) to add to the covenants of the Company, for the benefit
of the Holders of all or any series of Debt Securities and the
Coupons, if any, appertaining thereto (and if such covenants are to be
for the benefit of less than all series, stating that such covenants
are expressly being included solely for the benefit of such series),
or to surrender any right or power herein conferred upon the Company;
or

(3) to add any additional Events of Default (and if such
Events of Default are to be applicable to less than all series,
stating that such Events of Default are expressly being included
solely to be applicable to such series); or

(4) to add or change any of the provisions of this Indenture
to such extent as shall be necessary to permit or facilitate the
issuance of Debt Securities of any series in bearer form, registrable
or not registrable, and with or without Coupons, to permit Bearer
Securities to be issued in exchange for Registered Securities, to
permit Bearer Securities to be issued in exchange for Bearer
Securities of other authorized denominations or to permit the issuance
of Debt Securities of any series in uncertificated form, provided that
any such action shall not adversely affect the interests of the
Holders of Debt Securities of any series or any related Coupons in any
material respect; or

(5) to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become
effective only when there is no Outstanding Debt Security or Coupon of
any series created prior to the execution of such supplemental
indenture which is entitled to the benefit of such provision and as to
which such supplemental indenture would apply; or

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(6) to secure the Debt Securities; or

(7) to supplement any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the
defeasance and discharge of any series of Securities pursuant to
Article Four or Fifteen, provided that any such action shall not
adversely affect the interests of the Holders of Debt Securities of
such series or any other series of Debt Securities or any related
Coupons in any material respect; or

(8) to establish the form or terms of Debt Securities and
Coupons, if any, of any series as permitted by Sections 2.01 and 3.01;
or

(9) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to one or more series of
Debt Securities and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 6.11; or

(10) to make provision with respect to the conversion rights
of Holders of Debt Securities of any series pursuant to the
requirements of Section 17.04, unless otherwise provided pursuant to
Section 3.01; or

(11) to cure any ambiguity, to correct or supplement any
provision herein which may be defective or inconsistent with any other
provision herein, to eliminate any conflict between the terms of this
Indenture or the Debt Securities and the Trust Indenture Act or to
make any other provisions with respect to matters or questions arising
under this Indenture which shall not be inconsistent with any
provision of this Indenture; provided such other provisions shall not
adversely affect the interests of the Holders of Outstanding Debt
Securities or Coupons, if any, of any series created prior to the
execution of such supplemental indenture in any material respect.

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Section 11.02. Supplemental Indentures With Consent of
Holders.

With the written consent of the Holders of not less than a
majority in principal amount of the Outstanding Debt Securities of each series
affected by such supplemental indenture voting separately, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or of modifying in any manner the rights of the Holders under this Indenture of
such Debt Securities or Coupons, if any; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Debt Security of each such series affected thereby,

(1) change the Stated Maturity of the principal of, or
installment of interest, if any, on, any Debt Security, or reduce the
principal amount thereof or the interest thereon or any premium
payable upon redemption thereof, or change the Stated Maturity of or
reduce the amount of any payment to be made with respect to any
Coupon, or change the Currency or Currencies in which the principal of
(and premium, if any) or interest on such Debt Security is denominated
or payable, or reduce the amount of the principal of a Discount
Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.02, or
adversely affect the right of repayment or repurchase, if any, at the
option of the Holder, or reduce the amount of, or postpone the date
fixed for, any payment under any sinking fund or analogous provisions
for any Debt Security, or impair the right to institute suit for the
enforcement of any payment on or after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date), or
limit the obligation of the Company to maintain a paying agency
outside the United States for payment on Bearer Securities as provided
in Section 12.03, or adversely affect the right to convert any Debt
Security into shares of Common Stock of the Company as may be provided
pursuant to Section 3.01; or

(2) reduce the percentage in principal amount of the
Outstanding Debt Securities of any series, the consent of

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whose Holders is required for any supplemental indenture, or the
consent of whose Holders is required for any waiver of compliance with
certain provisions of this Indenture or certain defaults or Events of
Default hereunder and their consequences provided for in this
Indenture; or

(3) modify any of the provisions of this Section, Section
5.13 or Section 12.07, except to increase any such percentage or to
provide that certain other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each
Outstanding Debt Security of each series affected thereby; provided,
however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to "the
Trustee" and concomitant changes in this Section and Section 12.07, or
the deletion of this proviso, in accordance with the requirements of
Sections 6.11 and 11.01(7); or

(4) modify any of the provisions of this Indenture relating
to the subordination of the Debt Securities in a manner adverse to the
Holders.

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

A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture with respect to one or more
particular series of Debt Securities and Coupons, if any, or which modifies the
rights of the Holders of Debt Securities and Coupons 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 Debt Securities and Coupons, if
any, of any other series.

Section 11.03. Execution of Supplemental Indentures

In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 6.01) shall be fully protected in relying
upon, an

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Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which adversely
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise in a material way.

Section 11.04. Effect of Supplemental Indentures

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

Section 11.05. Conformity with Trust Indenture Act

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

Section 11.06. Reference in Debt Securities to Supplemental
Indentures

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

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Section 11.07. Notice of Supplemental Indenture

Promptly after the execution by the Company and the
appropriate Trustee of any supplemental indenture pursuant to Section 11.02,
the Company shall transmit, in the manner and to the extent provided in Section
1.05, to all Holders of any series of the Debt Securities affected thereby, a
notice setting forth in general terms the substance of such supplemental
indenture.

Section 11.08. Effect on Senior Indebtedness

No supplemental indenture shall adversely affect the rights of
any holder of Senior Indebtedness under Article Sixteen without the consent of
such holder.

ARTICLE TWELVE

COVENANTS

Section 12.01. Payment of Principal, Premium and Interest

The Company covenants and agrees for the benefit of each
series of Debt Securities and Coupons, if any, that it will duly and punctually
pay the principal of (and premium, if any) and interest on the Debt Securities
in accordance with the terms of the Debt Securities, the Coupons and this
Indenture. Unless otherwise specified as contemplated by Section 3.01 with
respect to any series of Debt Securities or except as otherwise provided in
Section 3.06, any interest due on Bearer Securities on or before Maturity shall
be payable only upon presentation and surrender of the several Coupons for such
interest installments as are evidenced thereby as they severally mature. If so
provided in the terms of any series of Debt Securities established as provided
in Section 3.01, the interest, if any, due in respect of any temporary Global
Note or permanent Global Note, together with any additional amounts payable in
respect thereof, as provided in the terms and conditions of such Debt Security,
shall be payable only upon presentation of such Debt Security to the Trustee
for notation thereon of the payment of such interest.

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Section 12.02. Officer's Certificate as to Default

The Company will deliver to the Trustee, on or before a date
not more than four months after the end of each fiscal year of the Company
(which on the date hereof is the calendar year) ending after the date hereof, a
certificate of the principal executive officer, principal financial officer or
principal accounting officer of the Company stating whether or not to the best
knowledge of the signer thereof the Company is in compliance with all covenants
and conditions under this Indenture, and, if the Company shall be in default,
specifying all such defaults and the nature thereof of which such signer may
have knowledge. For purposes of this Section, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture.

Section 12.03. Maintenance of Office or Agency

If Debt Securities of a series are issuable only as Registered
Securities, the Company will maintain or cause to be maintained in each Place
of Payment for such series an office or agency where Debt Securities of that
series may be presented or surrendered for payment, where Debt Securities of
that series may be surrendered for registration of transfer or exchange or
redemption, where Debt Securities of that series that are convertible may be
surrendered for conversion, if applicable, and where notices and demands to or
upon the Company in respect of the Debt Securities of that series and this
Indenture may be served. If Debt Securities of a series are issuable as Bearer
Securities, the Company will maintain (A) in the Borough of Manhattan, The City
and State of New York, an office or agency where any Registered Securities of
that series, if any, may be presented or surrendered for payment, where any
Registered Securities of that series, if any, may be surrendered for
registration of transfer, where Debt Securities of that series may be
surrendered for exchange or redemption, where Debt Securities of that series
that are convertible may be surrendered for conversion, where notices and
demands to or upon the Company in respect of the Debt Securities of that series
and this Indenture may be served and where Bearer Securities of that series and
related Coupons may be presented or surrendered for payment in the
circumstances described in the following paragraph (and not otherwise), (B)
subject to any laws or regulations applicable thereto, in a Place of Payment
for that series which

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is located outside the United States, an office or agency where Bearer
Securities of that series and related Coupons may be presented and surrendered
for payment (including payment of any additional amounts payable on Debt
Securities of that series, if so provided pursuant to Section 3.01); provided,
however, that if the Debt Securities of that series are listed on the London
Stock Exchange, the Luxembourg Stock Exchange or any other stock exchange
located outside the United States and such stock exchange shall so require, the
Company will maintain a Paying Agent for the Debt Securities of that series in
London, Luxembourg or any other required city located outside the United
States, as the case may be, so long as the Debt Securities of that series are
listed on such exchange, and (C) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series located outside the United
States an office or agency where any Registered Securities of that series may
be surrendered for registration of transfer, where Debt Securities of that
series may be surrendered for exchange and redemption, where Debt Securities of
that series that are convertible may be surrendered for conversion, and where
notices and demands to or upon the Company in respect of the Debt Securities of
that series and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the locations, and any change in the
locations, of such offices or agencies. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee,
except that Bearer Securities of that series and the related Coupons may be
presented and surrendered for payment at the offices specified in the
applicable Debt Security, and the Company hereby appoints the Trustee, or in
the case of Bearer Securities, such other agent as is specified pursuant to
Section 3.01, as its agent to receive all presentations, surrenders, notices
and demands.

No payment of principal, premium or interest on Bearer
Securities shall be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by transfer to
an account maintained with a bank located in the United States; provided,
however, that, if the Debt Securities of a series are denominated and payable
in Dollars, payment of principal of and any premium and interest on any Bearer
Security (including any additional amounts payable on Securities of such
series, if so provided pursuant to Section

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3.01) shall be made at the office of the Trustee or the Company's Paying Agent
in the Borough of Manhattan, The City and State of New York, if (but only if)
payment in Dollars of the full amount of such principal, premium, interest or
additional amounts, as the case may be, at all offices or agencies outside the
United States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

The Company may also from time to time designate different or
additional offices or agencies to be maintained for such purposes (in or
outside of such Place of Payment), and may from time to time rescind any such
designations; provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligations described in the preceding
paragraph. The Company will give prompt written notice to the Trustee of any
such additional designation or rescission of designation and any change in the
location of any such different or additional office or agency.

Section 12.04. Money for Debt Securities; Payments to Be Held
in Trust

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

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

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

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

(2) give the Trustee notice of any default by the Company (or
any other obligor upon the Debt Securities of such series) in the
making of any payment of principal (and premium, if any) or interest
on the Debt Securities of such series; and

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

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

Subject to any applicable abandoned property law, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on
any Debt Security of any series and remaining unclaimed for two years after
such principal (and premium, if any) or interest has become due and payable
shall be paid to the Company upon Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Debt
Security or Coupon shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent

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with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may, in its
sole discretion, at the expense of the Company cause to be transmitted in the
manner and to the extent provided by Section 1.05, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification, any unclaimed balance of
such money then remaining will be repaid to the Company.

Section 12.05. Corporate Existence

The Company will do or cause to be done all things necessary
to preserve and keep in full force and effect its corporate existence, rights
(charter and statutory) and franchises; provided, however, that the Company
shall not be required to preserve any such right or franchise if the Company
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company.

Section 12.06. Purchase of Debt Securities by Company

If the Debt Securities of a series are listed on the London Stock Exchange and
such stock exchange shall so require, the Company will not purchase any Debt
Securities of that series by private treaty at a price (exclusive of expenses
and accrued interest) which exceeds 120% of the mean of the nominal quotations
of the Debt Securities of that series as shown in The Stock Exchange Daily
Official List for the last trading day preceding the date of purchase.

Section 12.07. Waiver of Certain Covenants

The Company may omit in any particular instance to comply with
any term, provision or condition set forth in Section 12.05 (and, if so
specified pursuant to Section 3.01, any other covenant not set forth herein and
specified pursuant to Section 3.01 to be applicable to the Debt Securities of
any series, except as otherwise provided pursuant to Section 3.01) with

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respect to the Debt Securities of any series if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Debt Securities of such series shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance
with such term, provision or condition, but no such waiver shall extend to or
affect such term, provision or condition except to the extent expressly so
waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.

ARTICLE THIRTEEN

REDEMPTION OF DEBT SECURITIES

Section 13.01. Applicability of Article

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

Section 13.02. Election to Redeem; Notice to Trustee

The election of the Company to redeem (or, in the case of
Discount Securities, to permit the Holders to elect to surrender for
redemption) any Debt Securities shall be evidenced by a Board Resolution. In
case of any redemption at the election of the Company of less than all of the
Debt Securities of any series pursuant to Section 13.03, the Company shall, at
least 60 days before the Redemption Date fixed by the Company (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Debt Securities of such series
to be redeemed. In the case of any redemption of Debt Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Debt Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restrictions.

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Section 13.03. Selection by Trustee of Debt Securities to Be
Redeemed

Except in the case of a redemption in whole of the Bearer
Securities or the Registered Securities of such series, if less than all the
Debt Securities of any series are to be redeemed at the election of the
Company, the particular Debt Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Debt Securities of such series not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Debt Securities of such series or any
integral multiple thereof) of the principal amount of Debt Securities of such
series in a denomination larger than the minimum authorized denomination for
Debt Securities of such series pursuant to Section 3.02 in the Currency in
which the Debt Securities of such series are denominated. The portions of the
principal amount of Debt Securities so selected for partial redemption shall be
equal to the minimum authorized denominations for Debt Securities of such
series pursuant to Section 3.02 in the Currency in which the Debt Securities of
such series are denominated or any integral multiple thereof, except as
otherwise set forth in the applicable form of Debt Securities. In any case
when more than one Registered Security of such series is registered in the same
name, the Trustee in its discretion may treat the aggregate principal amount so
registered as if it were represented by one Registered Security of such series.

If any Debt Security selected for partial redemption is
converted in part before termination of the conversion right with respect to
the portion of the Debt Security so selected, the converted portion of such
Debt Security shall be deemed (so far as may be) to be the portion selected for
redemption. Debt Securities which have been converted during a selection of
Debt Securities to be redeemed shall be treated by the Trustee as Outstanding
for the purpose of such selection.

The Trustee shall promptly notify the Company in writing of
the Debt Securities selected for redemption and, in the case of any Debt
Securities selected for partial redemption, the principal amount thereof to be
redeemed.

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

Section 13.04. Notice of Redemption

Notice of redemption shall be given by the Company, or at the
Company's request, by the Trustee in the name and at the expense of the
Company, not less than 30 days and not more than 60 days prior to the
Redemption Date to the Holders of Debt Securities of any series to be redeemed
in whole or in part pursuant to this Article Thirteen, in the manner provided
in Section 1.05. Any notice so given shall be conclusively presumed to have
been duly given, whether or not the Holder receives such notice. Failure to
give such notice, or any defect in such notice to the Holder of any Debt
Security of a series designated for redemption, in whole or in part, shall not
affect the sufficiency of any notice of redemption with respect to the Holder
of any other Debt Security of such series.

All notices of redemption shall provide the CUSIP numbers and
shall state:

(1) the Redemption Date,

(2) the Redemption Price,

(3) that Debt Securities of such series are being redeemed by
the Company pursuant to provisions contained in this Indenture or the
terms of the Debt Securities of such series or a supplemental
indenture establishing such series, if such be the case, together with
a brief statement of the facts permitting such redemption,

(4) if less than all Outstanding Debt Securities of any
series are to be redeemed, the identification (and, in the case of
partial redemption, the principal amounts) of the particular Debt
Securities to be redeemed,

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(5) that on the Redemption Date the Redemption Price will
become due and payable upon each such Debt Security to be redeemed,
and that interest thereon, if any, shall cease to accrue on and after
said date,

(6) in the case of Debt Securities of any series that is
convertible, the conversion price, the date on which the right to
convert the principal of the Debt Securities of such series to be
redeemed will terminate and the place or places where such Debt
Securities may be surrendered for conversion,

(7) that, unless otherwise specified in such notice, Coupon
Securities of any series, if any, surrendered for redemption must be
accompanied by all Coupons maturing subsequent to the date fixed for
redemption, failing which the amount of any such missing Coupon or
Coupons will be deducted from the Redemption Price,

(8) the Place or Places of Payment where such Debt Securities
are to be surrendered for payment of the Redemption Price,

(9) if Bearer Securities of any series are to be redeemed and
any Registered Securities of such series are not to be redeemed, and
if such Bearer Securities may be exchanged for Registered Securities
not subject to redemption on this Redemption Date pursuant to Section
3.05(b) or otherwise, the last date on which such exchanges may be
made, and

(10) that the redemption is for a sinking fund, if such is
the case.

Section 13.05. Deposit of Redemption Price

On or prior to the Redemption Date for any Debt Securities,
the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 12.04) an amount of money in the Currency or Currencies in
which such Debt Securities are denominated (except as provided pursuant to
Section 3.01) sufficient to pay the Redemption Price of such Debt Securities or
any portions thereof which are to be redeemed on that date.

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Section 13.06. Debt Securities Payable on Redemption Date

Notice of redemption having been given as aforesaid, any Debt
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price in the Currency in which the Debt Securities of
such series are payable (except as otherwise specified pursuant to Section 3.01
or 3.10), and from and after such date (unless the Company shall default in the
payment of the Redemption Price) such Debt Securities shall cease to bear
interest. Upon surrender of any such Debt Security for redemption in
accordance with said notice, such Debt Security shall be paid by the Company at
the Redemption Price; provided, however, that installments of interest on
Bearer Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 12.03) and, unless otherwise specified
as contemplated by Section 3.01, only upon presentation and surrender of
Coupons for such interest; and provided, further, that, unless otherwise
specified as contemplated by Section 3.01, installments of interest on
Registered Securities which have a Stated Maturity on or prior to the
Redemption Date for such Debt Securities shall be payable according to the
terms of such Debt Securities and the provisions of Section 3.07.

If any Debt Security called for redemption shall not be so
paid upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Debt Security.

If any Coupon Security surrendered for redemption shall not be
accompanied by all Coupons appertaining thereto maturing on or after the
Redemption Date, the Redemption Price for such Coupon Security may be reduced
by an amount equal to the face amount of all such missing Coupons. If
thereafter the Holder of such Coupon shall surrender to any Paying Agent
outside the United States any such missing Coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted. The surrender of such missing
Coupon or Coupons may be waived by the

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Company and the Trustee, if there be furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless.

Section 13.07. Debt Securities Redeemed in Part

Any Debt Security which is to be redeemed only in part shall
be surrendered at the Corporate Trust Office or such other office or agency of
the Company as is specified pursuant to Section 3.01 (in the case of Registered
Securities) and at an office of the Trustee or such other office or agency of
the Company outside the United States as is specified pursuant to Section 3.01
(in the case of Bearer Securities) with, if the Company, the Security Registrar
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company, the Security Registrar and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing, and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Debt Security without service charge, a new Debt
Security or Debt Securities of the same series, of like tenor and form, of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Debt Security so surrendered, and, in the case of a Coupon Security, with
appropriate Coupons attached. In the case of a Debt Security providing
appropriate space for such notation, at the option of the Holder thereof, the
Trustee, in lieu of delivering a new Debt Security or Debt Securities as
aforesaid, may make a notation on such Debt Security of the payment of the
redeemed portion thereof.

ARTICLE FOURTEEN

SINKING FUNDS

Section 14.01. Applicability of Article

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

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The minimum amount of any sinking fund payment provided for by
the terms of Debt Securities of any series is herein referred to as a
"mandatory sinking fund payment," and any payment in excess of such minimum
amount provided for by the terms of Debt Securities of any series is herein
referred to as an "optional sinking fund payment." If provided for by the terms
of Debt Securities of any series, the amount of any cash sinking fund payment
may be subject to reduction as provided in Section 14.02. Each sinking fund
payment shall be applied to the redemption of Debt Securities of any series as
provided for by the terms of Debt Securities of such series.

Section 14.02. Satisfaction of Mandatory Sinking Fund
Payments with Debt Securities

In lieu of making all or any part of a mandatory sinking fund
payment with respect to any Debt Securities of a series in cash, the Company
may at its option, at any time no more than sixteen months and no less than 45
days prior to the date on which such sinking fund payment is due, deliver to
the Trustee Debt Securities of such series (together with the unmatured
Coupons, if any, appertaining thereto) theretofore purchased or otherwise
acquired by the Company, except Debt Securities of such series which have been
redeemed through the application of mandatory sinking fund payments pursuant to
the terms of the Debt Securities of such series, accompanied by a Company Order
instructing the Trustee to credit such sinking fund payment and stating that
the Debt Securities of such series were originally issued by the Company by way
of bona fide sale or other negotiation for value, provided that such Debt
Securities shall not have been previously so credited. Such Debt Securities
shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Debt Securities for redemption through
operation of the sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.

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Section 14.03. Redemption of Debt Securities for Sinking Fund

Not less than 60 days prior to each sinking fund payment date
for any series of Debt Securities (unless a shorter period shall be
satisfactory to the Trustee), the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash in the Currency or
Currencies in which the Debt Securities of such series are denominated (except
as provided pursuant to Section 3.01) and the portion thereof, if any, which is
to be satisfied by delivering and crediting Debt Securities of such series
pursuant to Section 14.02 and whether the Company intends to exercise its
rights to make a permitted optional sinking fund payment with respect to such
series. Such certificate shall be irrevocable and upon its delivery the
Company shall be obligated to make the cash payment or payments therein
referred to, if any, on or before the next succeeding sinking fund payment
date. In the case of the failure of the Company to deliver such certificate,
the sinking fund payment due on the next succeeding sinking fund payment date
for such series shall be paid entirely in cash and shall be sufficient to
redeem the principal amount of the Debt Securities of such series subject to a
mandatory sinking fund payment without the right to deliver or credit Debt
Securities as provided in Section 14.02 and without the right to make any
optional sinking fund payment with respect to such series at such time.

Any sinking fund payment or payments (mandatory or optional)
made in cash plus any unused balance of any preceding sinking fund payments
made with respect to the Debt Securities of any particular series shall be
applied by the Trustee (or by the Company if the Company is acting as its own
Paying Agent) on the sinking fund payment date on which such payment is made
(or, if such payment is made before a sinking fund payment date, on the sinking
fund payment date immediately following the date of such payment) to the
redemption of Debt Securities of such series at the Redemption Price specified
in such Debt Securities with respect to the sinking fund. Any sinking fund
moneys not so applied or allocated by the Trustee (or by the Company if the
Company is acting as its own Paying Agent) to the redemption of Debt Securities
shall be added to the next sinking fund payment received by the Trustee (or if
the Company is acting as its own Paying Agent, segregated and held in trust as
provided in Section 12.04) for such series and, together with such payment (or
such amount so segregated) shall be applied in accordance with the provisions
of this Section. Any and all sinking fund moneys with

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respect to the Debt Securities of any particular series held by the Trustee (or
if the Company is acting as its own Paying Agent, segregated and held in trust
as provided in Section 12.04) on the last sinking fund payment date with
respect to Debt Securities of such series and not held for the payment or
redemption of particular Debt Securities of such series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent),
together with other moneys, if necessary, to be deposited (or segregated)
sufficient for the purpose, to the payment of the principal of the Debt
Securities of such series at Maturity.

The Trustee shall select or cause to be selected the Debt
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 13.03 and the Company shall cause notice of the redemption
thereof to be given in the manner provided in Section 13.04. Such notice
having been duly given, the redemption of such Debt Securities shall be made
upon the terms and in the manner stated in Section 13.06.

On or before each sinking fund payment date, the Company shall
pay to the Trustee (or, if the Company is acting as its own Paying Agent, the
Company shall segregate and hold in trust as provided in Section 12.04) in cash
a sum, in the Currency or Currencies in which Debt Securities of such series
are denominated (except as provided pursuant to Sections 3.01 or 3.10), equal
to the principal and any interest accrued to the Redemption Date for Debt
Securities or portions thereof to be redeemed on such sinking fund payment date
pursuant to this Section.

Neither the Trustee nor the Company shall redeem any Debt
Securities of a series with sinking fund moneys or mail any notice of
redemption of Debt Securities of such series by operation of the sinking fund
for such series during the continuance of a default in payment of interest, if
any, on any Debt Securities of such series or of any Event of Default (other
than an Event of Default occurring as a consequence of this paragraph) with
respect to the Debt Securities of such series, except that if the notice of
redemption shall have been provided in accordance with the provisions hereof,
the Trustee (or the Company, if the Company is then acting as its own Paying
Agent) shall redeem such Debt Securities if cash sufficient for that purpose
shall be deposited with the Trustee (or segregated by the Company) for that
purpose in accordance with the terms of this

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Article. Except as aforesaid, any moneys in the sinking fund for such series
at the time when any such default or Event of Default shall occur and any
moneys thereafter paid into such sinking fund shall, during the continuance of
such default or Event of Default, be held as security for the payment of the
Debt Securities and Coupons, if any, of such series; provided, however, that in
case such default or Event of Default shall have been cured or waived as
provided herein, such moneys shall thereafter be applied on or prior to the
next sinking fund payment date for the Debt Securities of such series on which
such moneys may be applied pursuant to the provisions of this Section.

ARTICLE FIFTEEN

DEFEASANCE

Section 15.01. Applicability of Article

If, pursuant to Section 3.01, provision is made for the
defeasance of Debt Securities of a series, and if the Debt Securities of such
series are Registered Securities and denominated and payable only in Dollars
(except as provided pursuant to Section 3.01) then the provisions of this
Article shall be applicable except as otherwise specified pursuant to Section
3.01 for Debt Securities of such series. Defeasance provisions, if any, for
Debt Securities denominated in a Foreign Currency or Currencies or for Bearer
Securities may be specified pursuant to Section 3.01.

Section 15.02. Defeasance Upon Deposit of Moneys or U.S.
Government Obligations

At the Company's option, either (a) the Company shall be
deemed to have been Discharged (as defined below) from its obligations with
respect to Debt Securities of any series ("legal defeasance option") or (b) if
so specified pursuant to Section 3.01, the Company shall cease to be under any
obligation to comply with any obligation of the Company or restrictive covenant
added for the benefit of such series pursuant to Section 3.01) ("covenant
defeasance option") at any time after the applicable conditions set forth below
have been satisfied:

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(1) the Company shall have deposited or caused to be
deposited irrevocably with the Trustee as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of the Debt Securities of such series (i) money
in an amount, or (ii) U.S. Government Obligations (as defined below)
which through the payment of interest and principal in respect thereof
in accordance with their terms will provide, not later than one day
before the due date of any payment, money in an amount, or (iii) a
combination of (i) and (ii), sufficient, in the opinion (with respect
to (i) and (ii)) 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 any mandatory sinking fund payments) of and premium, if
any, and interest on, the Outstanding Debt Securities of such series
on the dates such installments of interest or principal and premium
are due;

(2) such deposit shall not cause the Trustee with respect to
the Debt Securities of that series to have a conflicting interest as
defined in Section 6.08 and for purposes of the Trust Indenture Act
with respect to the Debt Securities of any series;

(3) such deposit will not result in a breach or violation of,
or constitute a default under, this Indenture or any other agreement
or instrument to which the Company is a party or by which it is bound;

(4) if the Debt Securities of such series are then listed on
any national securities exchange, the Company shall have delivered to
the Trustee an Opinion of Counsel or a letter or other document from
such exchange to the effect that the Company's exercise of its option
under this Section would not cause such Debt Securities to be
delisted;

(5) no Event of Default or event (including such deposit)
which, with notice or lapse of time or both, would become an Event of
Default with respect to the Debt Securities of such series shall have
occurred and be continuing on the date of such deposit and, with
respect to the legal defeasance option only, no Event of Default under
Section 5.01(5) or Section 5.01(6) or event which with the giving of
notice or lapse of time, or both, would become an Event of Default
under Section 5.01(5) shall have occurred and be continuing on the
91st day after such date; and

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(6) the Company shall have delivered to the Trustee an
Opinion of Counsel or a ruling from the Internal Revenue Service to
the effect that such deposit, defeasance or Discharge shall not cause
the Holders of the Debt Securities of such series to recognize income,
gain or loss for Federal income tax purposes.

Notwithstanding the foregoing, if the Company exercises its covenant defeasance
option and an Event of Default under Section 5.01(5) or Section 5.01(6) or
event which with the giving of notice or lapse of time, or both, would become
an Event of Default under Section 5.01(5) or Section 5.01(6) shall have
occurred and be continuing on the 91st day after the date of such deposit, the
obligations of the Company referred to under the definition of covenant
defeasance option with respect to such Debt Securities shall be reinstated.
Money and securities held in trust pursuant to a legal defeasance shall not be
subject to Article Sixteen.

"Discharged" means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by, and obligations
under, the Debt Securities of such series and to have satisfied all the
obligations under this Indenture relating to the Debt Securities of such series
(and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except (A) the rights of Holders of Debt
Securities of such series to receive, from the trust fund described in clause
(1) above, payment of the principal of (and premium, if any) and interest on
such Debt Securities when such payments are due, (B) the Company's obligations
with respect to the Debt Securities of such series under Sections 3.04, 3.05,
3.06, 6.07, 12.03 and 15.03 and (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder.

"U.S. Government Obligations" means securities that are (i)
direct obligations of the United States for the timely payment of which its
full faith and credit is pledged, or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States, which, in either case under clauses (i) or
(ii), are not callable or redeemable at the option

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of the issuer thereof, and shall also include a depository receipt issued by a
bank or trust company as custodian with respect to any such U.S. Government
Obligation or a specific payment of interest on or principal of any such U.S.
Government Obligation held by such custodian for the account of the holder of a
depository receipt; provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of interest on or
principal of the U.S. Government Obligation evidenced by such depository
receipt.

Section 15.03. Deposited Moneys and U.S. Government
Obligations to Be Held in Trust

All moneys and U.S. Government Obligations deposited with the
Trustee pursuant to Section 15.02 in respect of Debt Securities of a series
shall be held in trust and applied by it, in accordance with the provisions of
such Debt 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 Holders of such Debt Securities, of all
sums due and to become due thereon for principal (and premium, if any) and
interest, if any, but such money need not be segregated from other funds except
to the extent required by law.

Section 15.04. Repayment to Company

The Trustee and any Paying Agent shall promptly pay or return
to the Company upon Company Request any moneys or U.S. Government Obligations
held by them at any time that are not required for the payment of the principal
of (and premium, if any) and interest on the Debt Securities of any series for
which money or U.S. Government Obligations have been deposited pursuant to
Section 15.02.

The provisions of the last paragraph of Section 12.04 shall
apply to any money held by the Trustee or any Paying Agent under this Article
that remains unclaimed for two years after the Maturity of any series of Debt
Securities for which money or U.S. Government Obligations have been deposited
pursuant to Section 15.02.

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ARTICLE SIXTEEN

SUBORDINATION

Section 16.01 Agreement to Subordinate

The Company, for itself, its successors and assigns, covenants
and agrees, and each Holder of Debt Securities of any series (or of any Coupons
appertaining thereto) by his acceptance thereof, likewise covenants and agrees,
that the indebtedness represented by the Debt Securities of such series then
Outstanding (and any Coupons appertaining thereto) and the payment of the
principal of (and premium, if any) and interest on each and all of the Debt
Securities of such series (including, without limitation, any payment of
Coupons appertaining thereto) is hereby expressly subordinated, to the extent
and in the manner hereinafter set forth, in right of payment to the prior
payment in full of all Senior Indebtedness. Each reference in this Article to
a "Debt Security" or "Debt Securities" refers to the Debt Securities of a
particular series, and references to a "Coupon" or "Coupons" refer to the
Coupons appertaining to the Debt Securities of such series. Without limiting
the generality of the immediately preceding sentence, if more than one series
of Debt Securities are outstanding at any time, (i) the provisions of this
Article shall be applied separately to each such series, and (ii) references to
the Trustee refer to the Trustee for the Debt Securities of such series.

Section 16.02. Distribution on Dissolution, Liquidation and
Reorganization; Subrogation of Debt Securities.

Upon any distribution of assets of the Company upon any
dissolution, winding up, liquidation or reorganization, of the Company, whether
voluntary or involuntary and whether in bankruptcy, insolvency, reorganization,
receivership or other proceedings or upon an assignment for the benefit of
creditors or any other marshalling of the assets and liabilities of the Company
or otherwise (subject to the power of a court of competent jurisdiction to make
other equitable provision

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reflecting the rights conferred in this Indenture upon the Senior Indebtedness
and the holders thereof with respect to the Debt Securities and the Holders
thereof by a plan of reorganization under applicable bankruptcy law):

(a) the holders of all Senior Indebtedness shall be entitled
to receive payment in full of the principal thereof (and premium, if
any) and interest due thereon before the Holders of the Debt
Securities (or of any Coupons) are entitled to receive any payment
upon the principal (and premium, if any) or interest on indebtedness
evidenced by the Debt Securities (or any payment of any Coupons); and

(b) any payment or distribution of the Company of any kind or
character, whether in cash, property or securities, to which the
Holders of the Debt Securities (or of any Coupons) or the Trustee
would be entitled except for the provisions of this Article Sixteen
shall be paid by the liquidating trustee or agent or other person
making such payment or distribution, whether a trustee in bankruptcy,
a receiver or liquidating trustee or otherwise, directly to the
holders of Senior Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture
under which any instruments evidencing any of such Senior Indebtedness
may have been issued, ratably according to the aggregate amounts
remaining unpaid on account of the principal of (and premium, if any)
and interest on the Senior Indebtedness held or represented by each,
to the extent necessary to make payment in full of all Senior
Indebtedness remaining unpaid, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness;
and

(c) in the event that, notwithstanding the foregoing, any
payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, shall be received
by the Trustee, any Paying Agent or the Holders of the Debt Securities
(or any Coupons) before all Senior Indebtedness is paid in full, such
payment or distribution shall be paid over, upon written notice to the
Trustee or such Paying Agent, to the holder of such Senior
Indebtedness or their representative or representatives or to the
trustee or trustees under any indenture under which any instrument
evidencing any of such Senior Indebtedness may have been issued,
ratably as aforesaid, for application

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to payment of all Senior Indebtedness remaining unpaid until all such
Senior Indebtedness shall have been paid in full, after giving effect
to any concurrent payment or distribution to the holders of such
Senior Indebtedness.

The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 16.02.

Subject to the payment in full of all Senior Indebtedness, the
Holders of the Debt Securities (and of any Coupons) shall be subrogated to the
rights of the holders of Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company applicable to
Senior Indebtedness until the principal of (and premium, if any) and interest
on the Debt Securities (including, without limitation, payment of the Coupons)
shall be paid in full, and no such payments or distributions to the Holders of
the Debt Securities (or of any Coupons) of cash, property, or securities
otherwise distributable to the holders of Senior Indebtedness shall, as between
the Company, its creditors other than the holders of Senior Indebtedness, and
the Holders of the Debt Securities (and of any Coupons) be deemed to be a
payment by the Company to or on account of the Debt Securities (or of any
Coupons). It is understood that the provisions of this Article Sixteen are and
are intended solely for the purpose of defining the relative rights of the
Holders of the Debt Securities (and of any Coupons), on the one hand, and the
holders of the Senior Indebtedness, on the other hand.

Nothing contained in this Article Sixteen or elsewhere in this
Indenture or in the Debt Securities (or any Coupons) is intended to or shall
impair, as between the Company, its creditors other than the holders of Senior
Indebtedness, and the Holders of the Debt Securities (and of any Coupons), the
obligation of the Company, which is unconditional and absolute, to pay to the
Holders of the Debt Securities (and of any Coupons) the principal of (and
premium, if any) and interest on the Debt Securities (including, without
limitation, payment of any Coupons) as and when the same shall become due and
payable in accordance with their terms, or to affect the relative rights of

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the Holders of the Debt Securities (or of any Coupons) and creditors of the
Company other than the holders of Senior Indebtedness, nor shall anything
herein or in the Debt Securities (or Coupons) prevent the Trustee or the Holder
of any Debt Security (or any Coupon) from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article Sixteen of the holders of Senior
Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy.

Upon any payment or distribution of assets of the Company
referred to in this Section 16.02, the Trustee and any Paying Agent, subject to
the provisions of Section 6.03, shall be entitled to rely upon a certificate or
other writing of the liquidating trustee or agent or other Person making any
distribution to the Trustee for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent to this Article Sixteen.

Except as specifically set forth herein, neither the Trustee
nor any Paying Agent, however, shall be deemed to owe any fiduciary or other
duty to the holders of Senior Indebtedness. Neither the Trustee nor any Paying
Agent shall be liable to any such holder if it shall in good faith pay or
distribute to or on behalf of Holders of Debt Securities (or of any Coupons) of
the Company moneys or assets to which any holder of Senior Indebtedness shall
be entitled by virtue of this Article Sixteen or any other instrument.

If the Trustee or any Holder of Debt Securities (and of any
Coupons) does not file a proper claim or proof of debt in the form required in
any proceeding referred to above prior to 30 days before the expiration of the
time to file such claim in such proceeding, then the holder of any Senior
Indebtedness is hereby authorized, and has the right, to file an appropriate
claim or claims for or on behalf of such Holder of Debt Securities (or of any
Coupons).

Section 16.03. No Payment on Debt Securities in Event of
Default on Senior Indebtedness

No payment by the Company on account of principal (or premium,
if any), sinking funds or interest on the Debt Securities (including, without
limitation, payment of any Coupons) shall be made unless full payment of
amounts then due for principal, premium, if any, sinking funds, and interest on
Senior Indebtedness has been made or duly provided for.

Section 16.04. Payments on Debt Securities Permitted

Nothing contained in this Indenture or in any of the Debt
Securities (or any Coupons) shall (a) affect the obligation of the Company to
make, or prevent the Company from making, at any time except as provided in
Sections 16.02 and 16.03, payments of principal (and premium, if any) or
interest on the Debt Securities (including, without limitation, payment of any
Coupons) or (b) prevent the application by the Trustee of any moneys deposited
with it hereunder to the payment of or on account of the principal of (and
premium, if any) or interest on the Debt Securities (including, without
limitation, the payment of any Coupons), unless the Trustee shall have received
at its Corporate Trust Office written notice of any event prohibiting the
making of such payment more than two Business Days prior to the date fixed for
such payment.

Section 16.05. Authorization of Holders to Trustee to Effect
Subordination

Each Holder of Debt Securities (or of any Coupons) by his
acceptance thereof and any Paying Agent (other than the Company) authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article Sixteen
and appoints the Trustee his attorney-in-fact for any and all such purposes.

Section 16.06. Notices to Trustee

The Company shall give prompt written notice to the Trustee
and any Paying Agent (other than the Company) of any fact known to the Company
which would prohibit the making of any

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payment to or by the Trustee or such Paying Agent in respect of the Debt
Securities (or any Coupons) pursuant to this Article Sixteen. Failure to give
such notice shall not affect the subordination of the Debt Securities (or any
Coupons) to Senior Indebtedness. Notwithstanding the provisions of this
Article or any other provisions of this Indenture, neither the Trustee nor any
Paying Agent (other than the Company) shall be charged with knowledge of the
existence of any Senior Indebtedness or of any event which would prohibit the
making of any payment of moneys to or by the Trustee or such Paying Agent,
unless and until the Trustee or such Paying Agent shall have received (in the
case of the Trustee, at its Corporate Trust Office) written notice thereof from
the Company or from the holder of any Senior Indebtedness or from the trustee
for any such holder, together with proof satisfactory to the Trustee of such
holding of Senior Indebtedness or of the authority of such trustee; provided,
however, that if at least two Business Days prior to the date upon which by the
terms hereof any such moneys may become payable for any purpose (including,
without limitation, the payment of either the principal of (and premium, if
any) or interest on any Debt Security (including, without limitation, the
payment of any Coupons)) the Trustee or any such Paying Agent shall not have
received with respect to such moneys the notice provided for in this Section
16.06, then, anything herein contained to the contrary notwithstanding, the
Trustee or any such Paying Agent shall have full power and authority to receive
such moneys and to apply the same to the purpose for which they were received,
and shall not be affected by any notice to the contrary, which may be received
by it less than two Business Days prior to such date. The Trustee or any such
Paying Agent shall be entitled to rely on the delivery to it of a written
notice by a Person representing himself to be a holder of Senior Indebtedness
(or a trustee on behalf of such holder) to establish that such a notice has
been given by a holder of Senior Indebtedness or a trustee on behalf of any
such holder. In the event that the Trustee or any such Paying Agent determines
in good faith that further evidence is required with respect to the right of
any Person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article Sixteen, the Trustee or any such Paying
Agent may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee or any such Paying Agent as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and any other facts pertinent to
the rights of such Person under this Article Sixteen and, if such

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evidence is not furnished, the Trustee or any such Paying Agent may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment.

Section 16.07. Trustee as Holder of Senior Indebtedness

Subject to the provisions of Section 6.13, the Trustee in its
individual capacity shall be entitled to all the rights set forth in this
Article Sixteen in respect of any Senior Indebtedness at any time held by it to
the same extent as any other holder of Senior Indebtedness and nothing in this
Indenture shall be construed to deprive the Trustee of any of its rights as
such holder.

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

Section 16.08. Modifications of Terms of Senior Indebtedness

Any renewal or extension of the time of payment of any Senior
Indebtedness or the exercise by the holders of Senior Indebtedness of any of
their rights under any instrument creating or evidencing Senior Indebtedness,
including, without limitation, the waiver of default thereunder, may be made or
done all without notice to or assent from the Holders of the Debt Securities
(or of any Coupons) or the Trustee.

No compromise, alteration, amendment, modification, extension,
renewal or other change of, or waiver, consent or other action in respect of,
any liability or obligation under or in respect of, or of any of the terms,
covenants or conditions of any indenture or other instrument under which any
Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or
not such release is in accordance with the provisions of any applicable
document, shall in any way alter or affect any of the provisions of this
Article Sixteen or of the Debt Securities (or of any Coupons) relating to the
subordination thereof.

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Section 16.09. Reliance on Judicial Order or Certificate of
Liquidating Agent

Upon any payment or distribution of assets of the Company
referred to in this Article Sixteen, the Trustee and the Holders of the Debt
Securities (and of any Coupons) shall be entitled to rely upon any order or
decree entered by any court of competent jurisdiction in which any insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or upon a certificate of the trustee
in bankruptcy, liquidating trustee, custodian, receiver, assignee for the
benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Debt Securities (or
of any Coupons), for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, the amount thereof or payable therein,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article Sixteen.

Section 16.10. Article Sixteen Not to Prevent Events of Default

No provision of this Article Sixteen shall prevent the
occurrence of any default or Event of Default hereunder.

Section 16.11. Certain Conversions Not Deemed Payment

For the purposes of this Article Sixteen only, in the case of
Debt Securities of any series that is convertible, (i) the issuance and
delivery of junior securities (as hereinafter defined) upon conversion of such
Debt Securities in accordance with Article Seventeen shall not be deemed to
constitute a payment or distribution on account of the principal of (or
premium, if any) or interest on such Debt Securities or on account of the
purchase or other acquisition of such Debt Securities, and (2) the payment,
issuance or delivery of cash, property or securities (other than junior
securities) upon conversion of a Debt Security of such series shall be deemed
to constitute payment on account of the principal of such Debt Security. For
the purposes of this Section, the term "junior

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securities" means (a) shares of any stock of any class of the Company and (b)
securities of the Company which are subordinated in right of payment to all
Senior Indebtedness which may be Outstanding at the time of issuance or
delivery of such securities to substantially the same extent as, or to a
greater extent than, the Debt Securities are so subordinated as provided in
this Article Sixteen. Nothing contained in this Article Sixteen or elsewhere
in this Indenture or in the Debt Securities is intended to or shall impair, as
among the Company, its creditors other than holders of Senior Indebtedness and
the Holders of the Debt Securities, the right, which is absolute and
unconditional, of the Holder of any Debt Security of any series that is
convertible to convert such Debt Security in accordance with Article Seventeen.

ARTICLE SEVENTEEN

CONVERSION

Section 17.01. Applicability; Conversion Privilege

Except as otherwise specified pursuant to Section 3.01 for
Debt Securities of any series, the provisions of this Article Seventeen shall
be applicable to any Debt Securities that are convertible into Common Stock.
Each reference in this Article to a "Debt Security" or "Debt Securities" refers
to the Debt Securities of a particular series that is convertible into Common
Stock, and references to a "Coupon" or "Coupons" refer to the Coupons
appertaining to the Debt Securities of such series. Without limiting the
generality of the immediately preceding sentence, if two or more series of Debt
Securities with conversion privileges are outstanding at any time, (i) the
provisions of this Article shall be applied separately to each such series, and
(ii) references to the Trustee refer to the Trustee for the Debt Securities of
such series. If so provided pursuant to Section 3.01 with respect to the Debt
Securities of any series, the Holder of a Debt Security of such series shall
have the right, at such Holder's option, to convert, in accordance with the
terms of such series of Debt Securities and this Article Seventeen, all or any
part (if the portion to be converted and the remaining portion of such Debt
Security are in authorized denominations for that series of Debt Securities) of

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such Debt Security into shares of Common Stock, at any time during the period
specified in the terms of the Debt Securities of the series pursuant to Section
3.01, at the Conversion Price in effect on the date of conversion, or, as to
any Debt Securities called for redemption at any time prior to the time and
date fixed for such redemption (unless the Company shall default in the payment
of the Redemption Price, in which case such right shall not terminate at such
time and date).

Section 17.02 Conversion Procedure; Conversion Price;
Fractional Shares

(a) Except as otherwise specified as contemplated by Section
3.01 for Debt Securities of any series, each Debt Security of such series to
which this Article is applicable shall be convertible at the office of the
Conversion Agent, and at such other place or places, if any, specified pursuant
to Section 3.01 with respect to the Debt Securities of such series, into fully
paid and nonassessable shares (calculated to the nearest 1/100th of a share) of
Common Stock. The Debt Securities will be converted into shares of Common
Stock at the Conversion Price therefor. No payment or adjustment shall be made
in respect of dividends on the Common Stock or accrued interest on a converted
Debt Security except as described in Section 17.09 and Section 17.02(c). The
Company may, but shall not be required, in connection with any conversion of
Debt Securities, to issue a fraction of a share of Common Stock and, if the
Company shall determine not to issue any such fraction, the Company shall,
subject to Section 17.03(4), make a cash payment (calculated to the nearest
cent) equal to such fraction multiplied by the Closing Price of the Common
Stock on the last Trading Day prior to the date of conversion.

(b) Before any Holder of a Debt Security shall be entitled to
convert the same into Common Stock, such Holder shall surrender such Debt
Security duly endorsed to the Company or in blank, or, in the case of Bearer
Securities, together with all unmatured Coupons and any matured Coupons in
default attached thereto, at the office of the Conversion Agent or at such
other place or places, if any, specified pursuant to Section 3.01 (in the case
of Registered Securities) and at an office of the Conversion Agent or at such
other place or places, if any, outside of the United States as is specified
pursuant to Section 3.01 (in the case of Bearer Securities), and shall give
written

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notice to the Company at said office or place that he elects to convert the
same and shall state in writing therein the principal amount of Debt Securities
to be converted and the name or names (with addresses) in which he wishes the
certificate or certificates for Common Stock to be issued.

If more than one Debt Security shall be surrendered for
conversion at one time by the same Holder, the number of full shares of Common
Stock which shall be deliverable upon conversion shall be computed on the basis
of the aggregate principal amount of the Debt Securities (or specified portions
thereof to the extent permitted thereby) so surrendered. Subject to the next
succeeding sentence, the Company will as soon as practicable after the
surrender of a Debt Security for conversion, issue and deliver at said office
or place to the Holder of a Debt Security, or to his nominee or nominees,
certificates for the number of full shares of Common Stock to which he shall be
entitled as aforesaid, together, subject to the last sentence of paragraph (a)
above, with cash in lieu of any fraction of a share to which he would otherwise
be entitled. The Company shall not be required to delivery certificates for
shares of Common Stock while the stock transfer books for such stock or the
Security Register are duly closed for any purpose, but certificates for shares
of Common Stock shall be issued and delivered as soon as practicable after the
opening of such books or Security Register.

(c) If at the time of surrender pursuant to Section 17.02(a),
the Holder of a Bearer Security is unable to produce all unmatured Coupon or
Coupons or matured Coupon or Coupons in default, such conversion may be
effected if the Bearer Securities to be surrendered for conversion are
accompanied by payment in funds acceptable to the Company in an amount equal to
the face amount of such missing Coupon or Coupons, or the surrender of such
missing Coupon or Coupons may be waived by the Company and the Trustee if there
is furnished to them such security or indemnity as they may require to save
each of them and any Paying Agent harmless. If thereafter the Holder of such
Bearer Security shall surrender to any Paying Agent any such missing Coupon in
respect of which such a payment shall have been made, such Holder shall be
entitled to receive the amount of such payment; provided, however, that except
as otherwise provided in Section 12.03, interest represented by Coupons shall
be payable only upon presentation and surrender of those Coupons at an office
or agency located outside the United States.

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(x) A Debt Security shall be deemed to have been converted as
of the close of business on the date of the surrender of such Debt Security for
conversion as provided above, and the Person or Persons entitled to receive the
Common Stock issuable upon such conversion shall be treated for all purposes as
the record Holder or Holders of such Common Stock as of the close of business
on such date.

(e) In case any Debt Security shall be surrendered for
partial conversion, the Company shall execute and the Trustee shall
authenticate and deliver to or upon the written order of the Holder of the Debt
Securities so surrendered, without charge to such Holder (subject to the
provisions of Section 17.08), a new Debt Security or Securities in authorized
denominations in an aggregate principal amount equal to the unconverted portion
of the surrendered Debt Security, together, in the case of Bearer Securities,
with any unmatured Coupons and matured Coupons in default attached thereto.

Section 17.03. Adjustment of Conversion Price for Common Stock

The Conversion Price with respect to any Debt Security which
is convertible into Common Stock shall be adjusted from time to time as
follows:

(1) In case the Company shall, at any time or from time to
time while any of such Debt Securities are outstanding, (i) pay a
dividend in shares of its Common stock to holders of Common Stock,
(ii) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, (iii) subdivide its outstanding
shares of Common Stock into a greater number of shares of Common Stock
or (iv) make a distribution in shares of Common Stock to holders of
Common Stock, then the Conversion Price in effect immediately before
such action shall be adjusted so that the Holders of such Debt
Securities, upon conversion thereof into Common Stock immediately
following such event, shall be entitled to receive the kind and amount
of shares of capital stock of the Company which they would have owned
or been entitled to receive upon or by reason of such event if such
Debt Securities had been converted immediately before the record date
(or, if no record date, the effective date) for such event. An
adjustment made pursuant to this

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Section 17.03(1) shall become effective retroactively immediately
after the record date in the case of a dividend or distribution and
shall become effective retroactively immediately after the effective
date in the case of a subdivision or combination. For the purposes of
this Section 17.03(1), each Holder of Debt Securities shall be deemed
to have failed to exercise any right to elect the kind or amount of
securities receivable upon the payment of any such dividend,
subdivision, combination or distribution (provided that if the kind or
amount of securities receivable upon such dividend, subdivision,
combination or distribution is not the same for each nonelecting
share, then the kind and amount of securities or other property
receivable upon such dividend, subdivision, combination or
distribution for each nonelecting share shall be deemed to be the kind
and amount so receivable per share by a plurality of the nonelecting
shares).

(2) In case the Company shall, at any time or from time to
time while any of such Debt Securities are outstanding, issue rights
or warrants to all or substantially all holders of shares of its
Common Stock entitling them (for a period expiring within 45 days
after the record date for such issuance) to subscribe for or purchase
shares of Common Stock (or securities convertible into shares of
Common Stock) at a price per share less than the Current Market Price
of the Common Stock at such record date (treating the price per share
of the securities convertible into Common Stock as equal to (x) the
sum of (i) the price for a unit of the security convertible into
Common Stock and (ii) any additional consideration initially payable
upon the conversion of such security into Common Stock divided by (y)
the number of shares of Common Stock initially underlying such
convertible security), the Conversion Price with respect to such Debt
Securities shall be adjusted so that it shall equal the price
determined by dividing the Conversion Price in effect immediately
prior to the date of issuance of such rights or warrants by a
fraction, the numerator of which shall be the number of shares of
Common Stock outstanding on the date of issuance of such rights or
warrants plus the number of additional shares of Common Stock offered
for subscription or purchase (or into which the convertible securities
so offered are initially convertible), and the denominator of which
shall be the number of shares of Common Stock outstanding on the

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date of issuance of such rights or warrants plus the number of shares
or securities which the aggregate offering price of the total number
of shares or securities so offered for subscription or purchase (or
the aggregate purchase price of the convertible securities so offered
plus the aggregate amount of any additional consideration initially
payable upon conversion of such securities into Common Stock) would
purchase at such Current Market Price of the Common Stock. Such
adjustment shall become effective retroactively immediately after the
record date for the determination of stockholders entitled to receive
such rights or warrants.

(3) In case the Company shall, at any time or from time to
time while any of such Debt Securities are outstanding, distribute to
all or substantially all holders of shares of its Common Stock
(including any such distribution made in connection with a
consolidation or merger in which the Company is the continuing
corporation and the Common Stock is not changed or exchanged) cash,
evidences of its indebtedness, securities or assets (excluding (i)
regular periodic cash dividends in amounts, if any, determined from
time to time by the Board of Directors (to the extent paid from
current or retained earnings of the Company) or (ii) dividends payable
in shares of Common Stock for which adjustment is made under Section
17.03(1)) or rights or warrants to subscribe for or purchase
securities of the Company (excluding those referred to in Section
17.03(2)), then in each such case the Conversion Price with respect to
such Debt Securities shall be adjusted so that it shall equal the
price determined by dividing the Conversion Price in effect
immediately prior to the date of such distribution by a fraction, the
numerator of which shall be the Current Market Price of the Common
Stock on the record date referred to below, and the denominator of
which shall be such Current Market Price of the Common Stock less the
then fair market value (as determined by the Board of Directors of the
Company, whose determination shall be conclusive) of the portion of
the cash or assets or evidences of indebtedness or securities so
distributed or of such subscription rights or warrants applicable to
one share of Common Stock (provided that such denominator shall never
be less than 1.0); provided, however, that no adjustment shall be made
with respect to any distribution of rights to purchase securities of
the Company if a Holder of Debt Securities would otherwise be entitled
to receive such

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rights upon conversion at any time of such Debt Securities into Common
Stock unless such rights are subsequently redeemed by the Company, in
which case such redemption shall be treated for purposes of this
section as a dividend on the Common Stock. Such adjustment shall
become effective retroactively immediately after the record date for
the determination of stockholders entitled to receive such
distribution; and in the event that such distribution is not so made,
the Conversion Price shall again be adjusted to the Conversion Price
which would then be in effect if such record date had not been fixed.

(4) The Company shall be entitled to make such additional
adjustments in the Conversion Price, in addition to those required by
subsections 17.3(1), 17.3(2) and 17.3(3), as shall be necessary in
order that any dividend or distribution of Common Stock, any
subdivision, reclassification or combination of shares of Common Stock
or any issuance of rights or warrants referred to above shall not be
taxable to the holders of Common Stock for United States Federal
income tax purposes.

(5) In any case in which this Section 17.03 shall require
that any adjustment be made effective as of or retroactively
immediately following a record date, the Company may elect to defer
(but only for five (5) Trading Days following the filing of the
statement referred to in Section 17.05) issuing to the Holder of any
Debt Securities converted after such record date the shares of Common
Stock and other capital stock of the Company issuable upon such
conversion over and above the shares of Common Stock and other capital
stock of the Company issuable upon such conversion on the basis of the
Conversion Price prior to adjustment; provided, however, that the
Company shall deliver to such Holder a due xxxx or other appropriate
instrument evidencing such Holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.

(6) All calculations under this Section 17.03 shall be made
to the nearest cent or one-hundredth of a share or security, with
one-half cent and 0.005 of a share, respectively, being rounded
upward. Notwithstanding any other provision of this Section 17.03,
the Company shall not be required to make any adjustment of the
Conversion Price

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unless such adjustment would require an increase or decrease of at
least 1% of such price. Any lesser adjustment shall be carried
forward and shall be made at the time of and together with the next
subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to an increase or
decrease of at least 1% in such price. Any adjustments under this
Section 17.03 shall be made successively whenever an event requiring
such an adjustment occurs.

(7) In the event that at any time, as a result of an
adjustment made pursuant to this Section 17.03, the Holder of any Debt
Security thereafter surrendered for conversion shall become entitled
to receive any shares of stock of the Company other than shares of
Common Stock into which the Debt Securities originally were
convertible, the Conversion Price of such other shares so receivable
upon conversion of any such Debt Security shall be subject to
adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to Common
Stock contained in subparagraphs (1) through (6) of this Section
17.03, and the provision of Sections 17.1, 17.2 and 17.4 through 17.9
with respect to the Common Stock shall apply on like or similar terms
to any such other shares and the determination of the Board of
Directors as to any such adjustment shall be conclusive.

(8) No adjustment shall be made pursuant to this Section: (i)
if the effect thereof would be to reduce the Conversion Price below
the par value (if any) of the Common Stock or (ii) subject to 17.3(5)
hereof, with respect to any Debt Security that is converted prior to
the time such adjustment otherwise would be made.

Section 17.04. Consolidation or Merger of the Company

In case of either (a) any consolidation or merger to which the
Company is a party, other than a merger or consolidation in which the Company
is the surviving or continuing corporation and which does not result in a
reclassification of, or change (other than a change in par value or from par
value to no par value or from no par value to par value) in, outstanding

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shares of Common Stock or (b) any sale or conveyance of all or substantially
all of the property and assets of the Company to another Person, then each Debt
Security then outstanding shall be convertible from and after such merger,
consolidation, sale or conveyance of property and assets into the kind and
amount of shares of stock or other securities and property receivable upon such
consolidation, merger, sale or conveyance by a holder of the number of shares
of Common Stock into which such Debt Securities should have been converted
immediately prior to such consolidation, merger, sale or conveyance, subject to
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article Seventeen (and assuming such holder of
Common Stock failed to exercise his rights of election, if any, as to the kind
or amount of securities, cash or other property receivable upon such
consolidation, merger, sale or conveyance (provided that, if the kind or amount
of securities, cash or other property receivable upon such consolidation,
merger, sale or conveyance is not the same for each nonelecting share, then the
kind and amount of securities, cash or other property (including cash)
receivable upon such consolidation, merger, sale or conveyance for each
nonelecting share shall be deemed to be the kind and amount so receivable per
share by a plurality of the nonelecting shares or securities)). The Company
shall not enter into any of the transactions referred to in clause (a) or (b)
of the preceding sentence unless effective provision shall be made so as to
give effect to the provisions set forth in this Section 17.04. The provisions
of this Section 17.04 shall apply similarly to successive consolidations,
mergers, sales or conveyances.

Section 17.05. Notice of Adjustment

Whenever an adjustment in the Conversion Price with respect to
a series of Debt Securities is required:

(1) the Company shall forthwith place on file
with the Trustee and any Conversion Agent for such Securities a
certificate of the Treasurer of the Company, stating the adjusted
Conversion Price determined as provided herein and setting forth in
reasonable detail such facts as shall be necessary to show the reason
for and the manner of computing such adjustment, such certificate to
be conclusive evidence that the adjustment is correct; and

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(2) a notice stating that the Conversion Price has been
adjusted and setting forth the adjusted Conversion Price shall
forthwith be given by the Company, or at the Company's request, by the
Trustee in the name and at the expense of the Company, in the manner
provided in Section 1.05. Any notice so given shall be conclusively
presumed to have been duly given, whether or not the Holder receives
such notice.

Section 17.06. Notice in Certain Events

In case:

(1) of a consolidation or merger to which the Company is a
party and for which approval of any stockholders of the Company is
required, or of the sale or conveyance to another Person or entity or
group of Persons or entities acting in concert as a partnership,
limited partnership, syndicate or other group (within the meaning of
Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of
all or substantially all of the property and assets of the Company; or

(2) of the voluntary or involuntary dissolution, liquidation
or winding up of the Company; or

(3) of any action triggering an adjustment of the Conversion
Price pursuant to this Article Seventeen;

then, in each case, the Company shall cause to be filed with the Trustee and
the Conversion Agent for the applicable Debt Securities, and shall cause to be
given, to the Holders of applicable Debt Securities in the manner provided in
Section 1.05, at least fifteen (15) days prior to the applicable date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of any distribution or grant of rights or warrants
triggering an adjustment to the Conversion Price pursuant to this Article
Seventeen, or, if a record is not to be taken, the date as of which the holders
of record of Common Stock entitled to such distribution, rights or warrants are
to be determined, or (y) the date on which any reclassification, consolidation,
merger, sale, conveyance, dissolution, liquidation or winding up triggering an
adjustment to the Conversion Price pursuant to this Article Seventeen is

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expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their Common
Stock for securities or other property deliverable upon such reclassification,
consolidation, merger, sale, conveyance, dissolution, liquidation or winding
up.

Failure to give such notice or any defect therein shall not
affect the legality or validity of the proceedings described in clause (1), (2)
or (3) of this Section.

Section 17.07. Company To Reserve Stock; Registration; Listing

(a) The Company shall at all times reserve and keep
available, free from preemptive rights, out of its authorized but unissued
shares of Common Stock, for the purpose of effecting the conversion of the Debt
Securities, such number of its duly authorized shares of Common Stock as shall
from time to time be sufficient to effect the conversion of all applicable
outstanding Debt Securities into such Common Stock at any time (assuming that,
at the time of the computation of such number of shares or securities, all such
Debt Securities would be held by a single holder); provided, however, that
nothing contained herein shall preclude the Company from satisfying its
obligations in respect of the conversion of the Debt Securities by delivery of
purchased shares of Common Stock which are held in the treasury of the Company.
The Company shall from time to time, in accordance with the laws of the State
of Delaware, use its best efforts to cause the authorized amount of the Common
Stock to be increased if the aggregate of the authorized amount of the Common
Stock remaining issued and the issued shares of such Common Stock in its
treasury (other than any such shares reserved for issuance in any other
connection) shall not be sufficient to permit the conversion of all Debt
Securities. The Company covenants that all shares of Common Stock which may be
issued upon conversion of Debt Securities will upon issue be fully paid and
nonassessable and free from all liens and charges and, except as provided in
Section 17.08, taxes with respect to the issue thereof.

(b) If any shares of Common Stock which would be issuable
upon conversion of Debt Securities hereunder require registration with or
approval of any governmental authority before such shares or securities may be
issued upon such conversion, the Company will in good faith and as
expeditiously

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as possible endeavor to cause such shares or securities to be duly registered
or approved, as the case may be. The Company further covenants that so long as
the Common Stock shall be listed on the NYSE, the Company will, if permitted
by the rules of such exchange, list and keep listed all Common Stock
issuable upon conversion of the Debt Securities, and the Company will endeavor
to list the shares of Common Stock required to be delivered upon conversion of
the Debt Securities prior to such delivery upon any other national securities
exchange upon which the outstanding Common Stock is listed at the time of such
delivery.

Section 17.08. Taxes on Conversion

The issue of stock certificates on conversion of Debt
Securities shall be made without charge to the converting Holder for any tax in
respect of the issue thereof, and the Company shall pay any and all
documentary, stamp or similar issue or transfer taxes that may be payable in
respect of the issue or delivery of shares of Common Stock on conversion of
Debt Securities pursuant hereto. The Company shall not, however, be required
to pay any such tax which may be payable in respect of any transfer involved in
the issue or delivery of shares of Common Stock or the portion, if any, of the
Debt Securities which are not so converted in a name other than that in which
the Debt Securities so converted were registered (in the case of Registered
Securities), and no such issue or delivery shall be made unless and until the
Person requesting such issue has paid to the Company the amount of such tax or
has established to the satisfaction of the Company that such tax has been paid.

Section 17.09. Conversion After Record Date

If any Registered Securities are surrendered for conversion
subsequent to the record date preceding an Interest Payment Date but on or
prior to such Interest Payment Date (except Registered Securities called for
redemption on a Redemption Date between such record date and Interest Payment
Date), the Holder of such Registered Securities at the close of business on
such record date shall be entitled to receive the interest payable on such
Registered Securities on such Interest Payment Date notwithstanding the
conversion thereof. Registered Securities surrendered for conversion during
the period from the

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close of business on any record date next preceding any Interest Payment Date
to the opening of business on such Interest Payment Date shall (except in the
case of Registered Securities which have been called for redemption on a
Redemption Date within such period) be accompanied by payment in New York
Clearing House funds or other funds and in the Currency acceptable to the
Company of an amount equal to the interest payable on such Interest Payment
Date on the Registered Securities being surrendered for conversion. Except as
provided in this Section 17.09 and Section 17.02(c), no adjustments in respect
of payments of interest on Debt Securities surrendered for conversion or any
dividends or distributions or interest on the Common Stock issued upon
conversion shall be made upon the conversion of any Debt Securities.

Section 17.10. Company Determination Final

Any determination that the Company or the Board of Directors
must make pursuant to this Article shall be conclusive if made in good faith
and in accordance with the provisions of this Article, absent manifest error.

Section 17.11. Trustee's Disclaimer

The Trustee has no duty to determine when an adjustment under
this Article should be made, how it should be made or what it should be. The
Trustee makes no representation as to the validity or value of any securities
or assets issued upon conversion of Debt Securities. The Trustee shall not be
responsible for the Company's failure to comply with this Article. Each
Conversion Agent other than the Company shall have the same protection under
this Section as the Trustee.

_____________

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

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156

IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, all as of the day and year first above written.

UNITED COMPANIES FINANCIAL CORPORATION

By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Title: Senior Vice President and Treasurer
--------------------------------

THE BANK OF NEW YORK, as Trustee

By: /s/ Xxxxxxx X. Xxxx
-----------------------------------
Title: Assistant Treasurer
--------------------------------

164

EXHIBIT A

[FORMS OF CERTIFICATION]

[FORM OF CERTIFICATE TO BE GIVEN BY
PERSON ENTITLED TO RECEIVE BEARER SECURITY
OR INTEREST PRIOR TO AN EXCHANGE DATE]

CERTIFICATE

______________________________

[Insert title or sufficient description
of Debt Securities to be delivered]

This certificate is delivered pursuant to the Indenture, dated
as of February 19, 1997 (as amended, supplemented or otherwise modified from
time to time, the "Indenture"), between United Companies Financial Corporation
and The Bank of New York, as Trustee. Unless otherwise defined herein, terms
defined in the Indenture are used herein as so defined.

This is to certify that as of the date hereof and except as
set forth below ___________ principal amount of the above captioned securities
(the "Debt Securities") held by you for our account (i) is owned by person(s)
that are not United States person(s) (as defined below), (ii) is owned by
United States person(s) that are (a) foreign branches of United States
financial institutions (as defined in Section 1.165-12(c)(1)(v) of the United
States Treasury regulations) ("financial institutions") purchasing for their
own account or for resale, or (b) United States person(s) who acquired the Debt
Securities through foreign branches of United States financial institutions and
who hold the Debt Securities through such United States financial institutions
on the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise the Company or the Company's agent that it will comply with
the requirements of Section 165(j)(3)(A), (B) or (C) of the United States
Internal Revenue Code of 1986, as amended, and the Treasury regulations
thereunder), or (iii) is owned by United

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2

States or foreign financial institution(s) for the purpose of resale during the
restricted period (as defined in Section 1.163-5(c)(2)(i)(D)(7) of the United
States Treasury regulations), and in addition if the owner of the Debt
Securities is a United States or foreign financial institution described in
clause (iii) above (whether or not also described in clause (i) or (ii)) this
is to further certify that such financial institution has not acquired the Debt
Securities for the purpose of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.

We undertake to advise you promptly by tested telex on or
prior to the date on which you intend to submit your certification relating to
the beneficial interest in the temporary Global Note held by you for our
account in accordance with your operating procedures if any applicable
statement herein is not correct on such date, and in the absence of any such
notification it may be assumed that this certification applies as of such date.

This certificate excepts and does not relate to ___________
principal amount of Debt Securities held by you for our account as to which we
are not able to provide a certificate in this form. We understand that
exchange of such portion of the temporary Global Note for definitive Bearer
Securities or interests in a permanent Global Note cannot be made until we are
able to provide a certificate in this form.

We understand that this certificate is required in connection
with certain tax laws and regulations of the United States. If administrative
or legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

"United States person" means any citizen or resident of the
United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States and any estate or trust the
income of which is subject to United States federal income taxation regardless
of its source. "United States" means the United States of America (including
the States and the District of Columbia) and its "possessions" which include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

Dated: , 19
------------------------ --

[To be dated no earlier than the 10th day before the Exchange Date]

By:
-----------------------------------
As, or as agent for, the
beneficial owner(s) of the
portion of the temporary
global Note to which this
certificate relates.

166

EXHIBIT B

[FORM OF CERTIFICATE TO BE GIVEN BY EURO-CLEAR AND
CEDEL, S.A. IN CONNECTION WITH THE EXCHANGE OF
A PORTION OF A TEMPORARY GLOBAL NOTE]

CERTIFICATE

__________________________

(Insert title or sufficient description
of Debt Securities to be delivered]

The undersigned certifies that, based solely on certifications
we have received in writing, by tested telex or by electronic transmission from
member organizations appearing in our records as persons being entitled to a
portion of the principal amount set forth below (our "Member Organizations")
substantially to the effect set forth in the Indenture as of the date hereof,
__________ principal amount of the above-captioned Debt Securities (i) is owned
by person(s) that are not United States person(s) (as defined below), (ii) is
owned by United States person(s) that are (a) foreign branches of United States
financial institutions (as defined in Section 1.165-12(c)(1)(v) of the United
States Treasury regulations) ("financial institutions") purchasing for their
own account or for resale, or (b) United States person(s) who acquired the Debt
Securities through foreign branches of United States financial institutions and
who hold the Debt Securities through such United States financial institutions
on the date hereof (and in either case (a) or (b), each such United States
financial institution has agreed, on its own behalf or through its agent, that
we may advise the Company or the Company's agent that it will comply with the

167
2

requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code
of 1986, as amended, and the Treasury regulations thereunder), or (iii) is
owned by United States or foreign financial institution(s) for the purpose of
resale during the restricted period (as defined in Section
1.163-5(c)(2)(i)(D)(7) of the United States Treasury regulations), and in
addition United States or foreign financial institutions described in clause
(iii) above (whether or not also described in clause (i) or (ii)) have
certified that they have not acquired the Debt Securities for the purpose of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

We further certify (i) that we are not making available for
exchange or collection of any interest any portion of the temporary Global Note
excepted in such certifications and (ii) that as of the date hereof we have not
received any notification from any of our Member Organizations to the effect
that the statements made by such Member Organizations with respect to any
portion of the part submitted herewith for exchange or collection of any
interest are no longer true and cannot be relied upon as of the date hereof.

Dated: , 19
------------------------ --

[To be dated no earlier than the Exchange Date]

By:
------------------------------------
[XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK, BRUSSELS
OFFICE, as Operator of the
Euro-Clear System]
[CEDEL, S.A.]

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ARTICLE THREE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 3.01. Amount Unlimited; Issuable in Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 3.02....

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