and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of [ ], 1997

1
EXHIBIT 4(a)

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TCA CABLE TV, INC.

and

TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
Trustee

INDENTURE

Dated as of [ ], 1997

________________

Providing for Issuance of Senior Securities in Series

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2
Table Showing Reflection in Indenture of Certain Provisions
of Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990

_________________

Reflected in Indenture
----------------------
TIA Section

Section 310(a)(1) . . . . . . . . . . . . . . . . . . . . 609
(a)(2) . . . . . . . . . . . . . . . . . . . . 609
(a)(3) . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(5) . . . . . . . . . . . . . . . . . . . . 609
(b) . . . . . . . . . . . . . . . . . . . . . 608

Section 311(a) . . . . . . . . . . . . . . . . . . . . . 613(a)
(b) . . . . . . . . . . . . . . . . . . . . . 613(b)
(b)(2) . . . . . . . . . . . . . . . . . . . . 703(a)(2)
. . . . . . . . . . . . . . . . . . . . . 703(b)

Section 312(a) . . . . . . . . . . . . . . . . . . . . . 701
. . . . . . . . . . . . . . . . . . . . . 702(a)
(b) . . . . . . . . . . . . . . . . . . . . . 702(b)
(c) . . . . . . . . . . . . . . . . . . . . . 702(c)

Section 313(a) . . . . . . . . . . . . . . . . . . . . . 703(a)
(b) . . . . . . . . . . . . . . . . . . . . . 703(b)
(c) . . . . . . . . . . . . . . . . . . . . . 703(a)
. . . . . . . . . . . . . . . . . . . . . 703(b)
(d) . . . . . . . . . . . . . . . . . . . . . 703(c)

Section 314(a)(1) . . . . . . . . . . . . . . . . . . . . 704
(a)(2) . . . . . . . . . . . . . . . . . . . . 704
(a)(3) . . . . . . . . . . . . . . . . . . . . 704
(a)(4) . . . . . . . . . . . . . . . . . . . . 1004
(b) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . 102
(c)(2) . . . . . . . . . . . . . . . . . . . . 102
(c)(3) . . . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . . . Not Applicable

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(e) . . . . . . . . . . . . . . . . . . . . . 102

Section 315(a) . . . . . . . . . . . . . . . . . . . . . 601(a)
. . . . . . . . . . . . . . . . . . . . . 601(c)
(b) . . . . . . . . . . . . . . . . . . . . . 602
. . . . . . . . . . . . . . . . . . . . . 703(a)(6)
(c) . . . . . . . . . . . . . . . . . . . . . 601(b)
(d) . . . . . . . . . . . . . . . . . . . . . 601
(d)(1) . . . . . . . . . . . . . . . . . . . . 601(a)
(d)(2) . . . . . . . . . . . . . . . . . . . . 601(c)(2)
(d)(3) . . . . . . . . . . . . . . . . . . . . 601(c)(3)
(e) . . . . . . . . . . . . . . . . . . . . . 514

Section 316(a) . . . . . . . . . . . . . . . . . . . . . 101
(a)(1)(A) . . . . . . . . . . . . . . . . . . 502
. . . . . . . . . . . . . . . . . . . . . 512
(a)(1)(B) . . . . . . . . . . . . . . . . . . 513
(a)(2) . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . 508
(c) . . . . . . . . . . . . . . . . . . . . . 104(d)

Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . 503
(a)(2) . . . . . . . . . . . . . . . . . . . . 504
(b) . . . . . . . . . . . . . . . . . . . . . 1003

Section 318(a) . . . . . . . . . . . . . . . . . . . . . 107

4
TABLE OF CONTENTS

Page
----

Recitals of the Company . . . . . . . . . . . . . . . . . . . . . . . 1
Agreements of the Parties . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE

Definitions and Other Provisions of
-----------------------------------
General Application
-------------------

Section 101. Definitions . . . . . . . . . . . . . . . . . . . . . 1
Act . . . . . . . . . . . . . . . . . . . . . . . . . 2
Affiliate . . . . . . . . . . . . . . . . . . . . . . 2
Attributable Volume . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . 3
Board of Directors . . . . . . . . . . . . . . . . . 3
Board Resolution . . . . . . . . . . . . . . . . . . 3
Business Day . . . . . . . . . . . . . . . . . . . . 3
Capital Lease Obligation . . . . . . . . . . . . . . 3
Capital Stock . . . . . . . . . . . . . . . . . . . . 4
Commission . . . . . . . . . . . . . . . . . . . . . 4
Company . . . . . . . . . . . . . . . . . . . . . . . 4
Company Request, Company Order
and Company Consent . . . . . . . . . . . . . . . . 4
Consolidated Stockholders' Equity . . . . . . . . . . 4
Consolidated Subsidiaries . . . . . . . . . . . . . . 4
Corporate Trust Office . . . . . . . . . . . . . . . 4
Debt . . . . . . . . . . . . . . . . . . . . . . . . 4
Defaulted Interest . . . . . . . . . . . . . . . . . 5
Depository . . . . . . . . . . . . . . . . . . . . . 5
Discharged . . . . . . . . . . . . . . . . . . . . . 5
Event of Default . . . . . . . . . . . . . . . . . . 6
Federal Bankruptcy Act . . . . . . . . . . . . . . . 6
GAAP . . . . . . . . . . . . . . . . . . . . . . . . 6
Global Security . . . . . . . . . . . . . . . . . . . 6
Guarantee . . . . . . . . . . . . . . . . . . . . . . 6
Holder . . . . . . . . . . . . . . . . . . . . . . . 6
Incur . . . . . . . . . . . . . . . . . . . . . . . . 6
Indenture or this Indenture . . . . . . . . . . . . . 7
Interest . . . . . . . . . . . . . . . . . . . . . . 7
Interest Payment Date . . . . . . . . . . . . . . . . 7
Lien . . . . . . . . . . . . . . . . . . . . . . . . 7

Page
----

Maturity . . . . . . . . . . . . . . . . . . . . . . 7
Officers' Certificate . . . . . . . . . . . . . . . . 7
Opinion of Counsel . . . . . . . . . . . . . . . . 8
Original Issue Discount Security . . . . . . . . . . 8
Outstanding . . . . . . . . . . . . . . . . . . . . . 8
Paying Agent . . . . . . . . . . . . . . . . . . . . 9
Permitted Debt and Preferred Stock . . . . . . . . . 9
Permitted Liens . . . . . . . . . . . . . . . . . . . 10
Person . . . . . . . . . . . . . . . . . . . . . . . 11
Place of Payment . . . . . . . . . . . . . . . . . . 11
Predecessor Securities . . . . . . . . . . . . . . . 12
Preferred Stock . . . . . . . . . . . . . . . . . . . 12
Redeemable Stock . . . . . . . . . . . . . . . . . . 12
Redemption Date . . . . . . . . . . . . . . . . . . . 12
Redemption Price . . . . . . . . . . . . . . . . . . 12
Regular Record Date . . . . . . . . . . . . . . . . . 12
Repayment Date . . . . . . . . . . . . . . . . . . . 12
Repayment Price . . . . . . . . . . . . . . . . . . 12
Required Currency . . . . . . . . . . . . . . . . . . 12
Responsible Officer . . . . . . . . . . . . . . . . . 13
Sale and Leaseback Transaction . . . . . . . . . . . 13
Security or Securities . . . . . . . . . . . . . . . 13
Security Register . . . . . . . . . . . . . . . . . . 13
Security Registrar . . . . . . . . . . . . . . . . . 13
Securityholder . . . . . . . . . . . . . . . . . . . 13
Significant Subsidiary . . . . . . . . . . . . . . . 13
Special Record Date . . . . . . . . . . . . . . . . . 13
Stated Maturity . . . . . . . . . . . . . . . . . . . 14
Subsidiary . . . . . . . . . . . . . . . . . . . . . 14
Trust Indenture Act or TIA . . . . . . . . . . . . . 14
Trustee . . . . . . . . . . . . . . . . . . . . . . . 14
Vice President . . . . . . . . . . . . . . . . . . . 14
Voting Stock . . . . . . . . . . . . . . . . . . . . 14
Wholly Owned Subsidiary . . . . . . . . . . . . . . . 14
Section 102. Compliance Certificates and Opinions . . . . . . . . 15
Section 103. Form of Documents Delivered to Trustee . . . . . . . 15
Section 104. Acts of Securityholders . . . . . . . . . . . . . . . 16
Section 105. Notices, etc., to Trustee and Company . . . . . . . . 18
Section 106. Notices to Securityholders; Waiver . . . . . . . . . 18

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Page
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Section 107. Conflict with Trust Indenture Act . . . . . . . . . . 19
Section 108. Effect of Headings and Table of Contents . . . . . . 19
Section 109. Successors and Assigns . . . . . . . . . . . . . . . 19
Section 110. Separability Clause . . . . . . . . . . . . . . . . . 19
Section 111. Benefits of Indenture . . . . . . . . . . . . . . . . 19
Section 112. Governing Law . . . . . . . . . . . . . . . . . . . . 20
Section 113. Counterparts . . . . . . . . . . . . . . . . . . . . 20
Section 114. Judgment Currency . . . . . . . . . . . . . . . . . . 20

ARTICLE TWO

Security Forms
--------------

Section 201. Forms Generally . . . . . . . . . . . . . . . . . . . 21
Section 202. Forms of Securities . . . . . . . . . . . . . . . . . 21
Section 203. Form of Trustee's Certificate
of Authentication . . . . . . . . . . . . . . . . . 21
Section 204. Securities Issuable in the Form
of a Global Security . . . . . . . . . . . . . . . 22

ARTICLE THREE

The Securities
--------------

Section 301. General Title; General Limitations; Issuable in
Series; Terms of Particular Series . . . . . . . . 24
Section 302. Denominations . . . . . . . . . . . . . . . . . . . . 28
Section 303. Execution, Authentication and Delivery and Dating . . 28
Section 304. Temporary Securities . . . . . . . . . . . . . . . . 30
Section 305. Registration, Transfer and Exchange . . . . . . . . . 31
Section 306. Mutilated, Destroyed, Lost and Stolen Securities . . 32
Section 307. Payment of Interest; Interest Rights Preserved . . . 33
Section 308. Persons Deemed Owners . . . . . . . . . . . . . . . . 35
Section 309. Cancelation . . . . . . . . . . . . . . . . . . . . . 35
Section 310. Computation of Interest . . . . . . . . . . . . . . . 35
Section 311. Delayed Issuance of Securities . . . . . . . . . . . 35

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Page
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ARTICLE FOUR

Satisfaction and Discharge
--------------------------

Section 401. Satisfaction and Discharge of Indenture . . . . . . . 36
Section 402. Application of Trust Money . . . . . . . . . . . . . 38
Section 403. Defeasance Upon Deposit of Funds or Governmental
Obligations . . . . . . . . . . . . . . . . . . . . 38
Section 404. Reinstatement . . . . . . . . . . . . . . . . . . . . 41

ARTICLE FIVE

Remedies
--------

Section 501. Events of Default . . . . . . . . . . . . . . . . . . 41
Section 502. Acceleration of Maturity; Rescission
and Annulment . . . . . . . . . . . . . . . . . . . 44
Section 503. Collection of Indebtedness and Suits
for Enforcement by Trustee . . . . . . . . . . . . 45
Section 504. Trustee May File Proofs of Claim . . . . . . . . . . 47
Section 505. Trustee May Enforce Claims Without
Possession of Securities . . . . . . . . . . . . . 48
Section 506. Application of Money Collected . . . . . . . . . . . 48
Section 507. Limitation on Suits . . . . . . . . . . . . . . . . . 48
Section 508. Unconditional Right of Securityholders To Receive
Principal, Premium and Interest . . . . . . . 49
Section 509. Restoration of Rights and Remedies . . . . . . . . . 49
Section 510. Rights and Remedies Cumulative . . . . . . . . . . . 50
Section 511. Delay or Omission Not Waiver . . . . . . . . . . . . 50
Section 512. Control by Securityholders . . . . . . . . . . . . . 50
Section 513. Waiver of Past Defaults . . . . . . . . . . . . . . . 50
Section 514. Undertaking for Costs . . . . . . . . . . . . . . . . 51
Section 515. Waiver of Stay or Extension Laws . . . . . . . . . . 51

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Page
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ARTICLE SIX

The Trustee
-----------

Section 601. Certain Duties and Responsibilities . . . . . . . . . 52
Section 602. Notice of Defaults . . . . . . . . . . . . . . . . . 53
Section 603. Certain Rights of Trustee . . . . . . . . . . . . . . 54
Section 604. Not Responsible for Recitals or
Issuance of Securities . . . . . . . . . . . . . . 55
Section 605. May Hold Securities . . . . . . . . . . . . . . . . . 55
Section 606. Money Held in Trust . . . . . . . . . . . . . . . . . 55
Section 607. Compensation and Reimbursement . . . . . . . . . . . 56
Section 608. Disqualification; Conflicting Interests . . . . . . . 57
Section 609. Corporate Trustee Required; Eligibility . . . . . . . 57
Section 610. Resignation and Removal;
Appointment of Successor . . . . . . . . . . . . . 58
Section 611. Acceptance of Appointment by Successor . . . . . . . 60
Section 612. Merger, Conversion, Consolidation
or Succession to Business . . . . . . . . . . . . . 61
Section 613. Preferential Collection of
Claims Against Company . . . . . . . . . . . . . . 61
Section 614. Appointment of Authenticating Agent . . . . . . . . . 65

ARTICLE SEVEN

Securityholders' Lists and
--------------------------
Reports by Trustee and Company
------------------------------

Section 701. Company To Furnish Trustee Names and
Addresses of Securityholders . . . . . . . . . . . 68
Section 702. Preservation of Information;
Communications to Securityholders . . . . . . . . 68
Section 703. Reports by Trustee . . . . . . . . . . . . . . . . . 70
Section 704. Reports by Company . . . . . . . . . . . . . . . . . 71

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ARTICLE EIGHT

Consolidation, Merger, Conveyance or Transfer
---------------------------------------------

Section 801. Company May Consolidate, etc.,
only on Certain Terms . . . . . . . . . . . . . . 72
Section 802. Successor Person Substituted . . . . . . . . . . . . 72

ARTICLE NINE

Supplemental Indenture
----------------------

Section 901. Supplemental Indentures Without Consent of
Securityholders . . . . . . . . . . . . . . . 73
Section 902. Supplemental Indentures with Consent of
Securityholders . . . . . . . . . . . . . . . 74
Section 903. Execution of Supplemental Indentures . . . . . . . . 75
Section 904. Effect of Supplemental
Indentures . . . . . . . . . . . . . . . . . . . . 76
Section 905. Conformity with Trust Indenture Act . . . . . . . . . 76
Section 906. Reference in Securities to
Supplemental Indentures . . . . . . . . . . . . . . 76

ARTICLE TEN

Covenants
---------

Section 1001. Payment of Principal, Premium and Interest . . . . . 76
Section 1002. Maintenance of Office or Agency . . . . . . . . . . . 76
Section 1003. Money for Security Payments To
Be Held in Trust . . . . . . . . . . . . . . . . . 77
Section 1004. Statement as to Compliance . . . . . . . . . . . . . 79
Section 1005. Legal Existence . . . . . . . . . . . . . . . . . . . 79
Section 1006. Limitations on Subsidiary Debt
and Preferred Stock . . . . . . . . . . . . . . . . 79
Section 1007. Limitation on Liens . . . . . . . . . . . . . . . . . 79
Section 1008. Limitation on Sale and Leaseback Transactions . . . . 80
Section 1009. Waiver of Certain Covenants . . . . . . . . . . . . . 80

ARTICLE ELEVEN

Redemption of Securities
------------------------

Section 1101. Applicability of Article . . . . . . . . . . . . . . 81
Section 1102. Election To Redeem; Notice to Trustee . . . . . . . . 81
Section 1103. Selection by Trustee of
Securities To Be Redeemed . . . . . . . . . . . . . 81
Section 1104. Notice of Redemption . . . . . . . . . . . . . . . . 83
Section 1105. Deposit of Redemption Price . . . . . . . . . . . . . 83
Section 1106. Securities Payable on Redemption Date . . . . . . . . 84
Section 1107. Securities Redeemed in Part . . . . . . . . . . . . . 84
Section 1108. Provisions with Respect to Any Sinking Funds . . . . 85

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THIS INDENTURE between TCA CABLE TV, INC., a Texas
corporation (hereinafter called the "Company") having its
principal office at ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national
banking association, trustee (hereinafter called the
"Trustee"), is made and entered into as of the [ ] day of
[ ], 1997.

Recitals of the Company

The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance of its debentures, notes, bonds or
other evidences of indebtedness, to be issued in one or more fully registered
series.

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

Agreements of the Parties

To set forth or to provide for the establishment of the terms and
conditions upon which the Securities are to be authenticated, issued and
delivered, and in consideration of the premises and the purchase of Securities
by the Holders thereof, it is mutually covenanted and agreed as follows, for
the equal and proportionate benefit of all

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Holders of the Securities or of a series thereof, as the case may be:

ARTICLE ONE

Definitions and Other Provisions
of General Application

Section 101. Definitions. For all purposes of this Indenture
and of any indenture supplemental hereto, except as otherwise expressly
provided or unless the context otherwise requires:

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

(2) all other terms used herein which are defined in the Trust
Indenture Act or by Commission rule under 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 GAAP 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 and any
accounting rules or interpretations promulgated by the Commission as are
generally accepted in the United States of America at the date of this
Indenture; and

(4) all references in this instrument to designated "Articles",
"Sections" and other subdivisions are to the designated Articles,
Sections and other subdivisions of this instrument as originally
executed. The words "herein", "hereof" and "hereunder" and other words
of similar import refer to this

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3

Indenture as a whole and not to any particular Article, Section or other
subdivision.

Certain terms, used principally in Article Six, are defined in
that Article.

"Act", when used with respect to any Securityholder, has the
meaning specified in Section 104.

"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.

"Attributable Value" means, as to any particular lease under
which any Person is at the time liable other than a Capital Lease Obligation,
and at any date as of which the amount thereof is to be determined, the total
net amount of rent required to be paid by such Person under such lease during
the initial term thereof as determined in accordance with GAAP, discounted from
the last date of such initial term to the date of determination at a rate per
annum equal to the discount rate which would be applicable to a Capital Lease
Obligation with like term in accordance with GAAP. The net amount of rent
required to be paid under any such lease for any such period shall be the
aggregate amount of rent payable by the lessee with respect to such period
after excluding amounts required to be paid on account of insurance, taxes,
assessments, utility, operating and labor costs and similar charges. In the
case of any lease which is terminable by the lessee upon the payment of a
penalty, such net amount shall also include the amount of such penalty, but no
rent shall be considered as required to be paid under such lease subsequent to
the first date upon which it may be so terminated. "Attributable Value" means,
as to a Capital Lease Obligation under which any Person is

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at the time liable and at any date as of which the amount thereof is to be
determined, the capitalized amount thereof that would appear on the face of a
balance sheet of such Person in accordance with GAAP.

"Authenticating Agent" means any Person authorized by the Trustee
to authenticate Securities under Section 614.

"Board of Directors" means (i) the board of directors of the
Company, (ii) any duly authorized committee of such board, (iii) any committee
of officers of the Company or (iv) any officer of the Company acting, in the
case of (iii) or (iv), pursuant to authority granted by the board of directors
of the Company or any committee of such board.

"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" means, with respect to any series of Securities,
unless otherwise specified in a Board Resolution and an Officer's Certificate
with respect to a particular series of Securities, each day which is not a
Saturday, Sunday or other day on which banking institutions in the pertinent
Place or Places of Payment or the city in which the Corporate Trust Office is
located are authorized or required by law or executive order to be closed.

"Capital Lease Obligation" of any Person means the obligation to
pay rent or other payment amounts under a lease of (or other Debt arrangements
conveying the right to use) real or personal property of such Person which is
required to be classified and accounted for as a capital lease or a liability
on the face of a balance sheet of such Person in accordance with GAAP. The
stated maturity of such obligation shall be the date of the last payment of
rent or any other amount due under such lease or other Debt arrangements prior
to the first date upon which such lease

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5

may be terminated by the lessee without payment of a penalty.

"Capital Stock" of any Person means any and all shares,
interests, participations or other equivalents (however designated) of
corporate stock of such Person.

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

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

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

"Consolidated Stockholders' Equity" of any Person means the
consolidated stockholders' equity of such Person and its Consolidated
Subsidiaries, as determined on a consolidated basis in accordance with GAAP,
less amounts attributable to Redeemable Stock of such Person.

"Consolidated Subsidiaries" of any Person means all other Persons
that would be accounted for as consolidated Persons in such Person's financial
statements in accordance with GAAP.

"Corporate Trust Office" means the office of the Trustee at which
at any particular time its corporate trust

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business shall be administered, which office at the date hereof is located at
Dallas, Texas.

"Debt" means (without duplication), with respect to any Person,
whether recourse is to all or a portion of the assets of such Person, and
whether or not contingent, (i) every obligation of such Person for money
borrowed, (ii) every obligation of such Person evidenced by bonds, debentures,
notes or other similar instruments, including obligations incurred in
connection with acquisition of property, assets or businesses (even though the
rights and remedies of the seller in the event of a default are limited to
repossession or sale of the property, asset or business), (iii) every
reimbursement obligation of such Person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
Person, (iv) every obligation of such Person issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts payable or
accrued liabilities arising in the ordinary course of business (x) which are
not overdue by more than 90 days or (y) which are being contested in good faith
by appropriate proceedings promptly instituted and diligently conducted and for
which a proper reserve or other appropriate provision, if any, as shall be
required in accordance with GAAP shall have been made), (v) every Capital Lease
Obligation of such Person, (vi) the maximum fixed redemption or repurchase
price of Redeemable Stock of such Person at the time of determination, (vii)
every payment obligation of such Person under interest rate swap or similar
agreements or foreign currency hedge, exchange or similar agreements at the
time of determination, (viii) every obligation to pay rent or other similar
amounts of such Person with respect to any Sale and Leaseback Transaction to
which such Person is a party and (ix) every obligation of the type referred to
in clauses (i) through (viii) of another Person and all dividends of another
Person the payment of which, in either case, such Person has Guaranteed or is
responsible or liable, directly or indirectly, as obligor, guarantor or
otherwise and such obligations secured by (or for which the holder of such
obligation has an existing right, contingent or otherwise, to be secured by)
any Lien on property (including, without

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7

limitation, accounts and contract rights) owned by such Person, even though
such Person has not assumed or become liable for the payment of such
obligation.

"Defaulted Interest" has the meaning specified in Section 307.

"Depository" means, unless otherwise specified by the Company
pursuant to either Section 204 or 301, with respect to Securities of any series
issuable or issued as a Global Security, The Depository Trust Company, New
York, New York, or any successor thereto registered as a clearing agency under
the Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation.

"Discharged" has the meaning specified in Section 403.

"Event of Default" has the meaning specified in Article Five.

"Federal Bankruptcy Act" has the meaning specified in Section
501(6).

"GAAP" means generally accepted accounting principles in the
United States, consistently applied, that are in effect from time to time.

"Global Security", when used with respect to any series of
Securities issued hereunder, means a Security which is executed by the Company
and authenticated and delivered by the Trustee to the Depository or pursuant to
the Depository's instruction, all in accordance with this Indenture and an
indenture supplemental hereto, if any, or Board Resolution and pursuant to a
Company Request, which shall be registered in the name of the Depository or its
nominee and which shall represent, and shall be denominated in an amount equal
to the aggregate principal amount of, all of the Outstanding Securities of such
series or any portion thereof, in either case having the same terms, including,
without limitation, the same original issue date, date or

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8

dates on which principal is due, and interest rate or method of determining
interest.

"Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Debt of any other Person (the "primary obligor") in any
manner, whether directly or indirectly, and including, without limitation, any
obligation of such Person, (i) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Debt or to purchase (or to advance or
supply funds for the purchase of) any security for the payment of such Debt,
(ii) to purchase property, securities or services for the purpose of assuring
the holder of such Debt of the payment of such Debt, or (iii) to maintain
working capital, equity capital or other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay
such Debt (and "Guaranteed" and "Guaranteeing" shall have meanings correlative
to the foregoing); provided, however, that the Guarantee by an Person shall not
include endorsements by such Person for collection or deposit in the ordinary
course of business.

"Holder", when used with respect to any Security, means a
Securityholder.

"Incur" means, with respect to any Debt or other obligation of
any Person, to create, issue, incur (by conversion, exchange or otherwise),
assume, Guarantee or otherwise become liable in respect of such Debt or other
obligation or the recording, as required pursuant to GAAP or otherwise, of any
such Debt or other obligation on the balance sheet of such Person (and
"Incurrence", "Incurred", "Incurrable" and "Incurring" shall have meanings
correlative to the foregoing); provided, however, that a change in GAAP that
results in an obligation of such Person that exists at such time becoming Debt
shall not be deemed an Incurrence of such Debt.

"Indenture" or "this 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

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9

hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as
contemplated by Section 301.

"Interest", when used with respect to an Original Issue Discount
Security, means interest accrued on a constant yield basis over the term of the
Security.

"Interest Payment Date", when used with respect to any series of
Securities, means the Stated Maturity of any installment of interest on those
Securities.

"Lien" means, with respect to any property or assets, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
agreement, security interest, lien, charge, easement (other than any title
defect or easement not materially impairing usefulness or marketability),
encumbrance, preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever on or with respect to such
property or assets (including, without limitation, any conditional sale or
other title retention agreement having substantially the same economic effect
as any of the foregoing).

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

"Officers' Certificate" means a certificate signed by the
Chairman of the Board, the President or a Vice President, and by the Treasurer,
an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary
or an Assistant Secretary of the Company, and delivered to the Trustee.
Wherever this Indenture requires that an Officers' Certificate be signed also
by an engineer or an accountant or other expert, such engineer, accountant or
other expert (except as otherwise expressly provided in this Indenture)

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10

may be in the employ of the Company, and shall be acceptable to the Trustee.

"Opinion of Counsel" means a written opinion of counsel, who may
(except as otherwise expressly provided in this Indenture) be an employee of or
of counsel to the Company, which is delivered to the Trustee. Such counsel
shall be acceptable to the Trustee, whose acceptance shall not be unreasonably
withheld.

"Original Issue Discount Security" means (i) any Security which
provides for an amount more than the principal amount thereof to be due and
payable upon Maturity, and (ii) any other Security which is issued with
"original issue discount" within the meaning of Section 1273(a) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder.

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

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

(ii) such Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any
Paying Agent in trust for the Holders of such Securities; provided that,
if such Securities are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made; and

(iii) such Securities in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this
Indenture, or which shall have been paid pursuant to the terms of
Section 306 (except with respect to any such Security as to which proof
satisfactory to the Trustee is presented that such Security is held by a
Person in whose hands such

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11

Security is a legal, valid and binding obligation of the Company).

In determining whether the Holders of the requisite principal amount of such
Securities Outstanding have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, (i) the principal amount of any
Original Issue Discount Security that shall be deemed to be Outstanding shall
be the amount of the principal thereof that would be due and payable as of the
date of the taking of such action upon a declaration of acceleration of the
Maturity thereof and (ii) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor
shall be disregarded and deemed not to be outstanding. In determining whether
the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a
Responsible Officer assigned to the Corporate Trust Department of the Trustee
knows to be owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or such other obligor shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right to act as owner with respect to such Securities and that the
pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor.

"Paying Agent" means any Person authorized by the Company to pay
the principal of (and premium, if any) or interest on any Securities on behalf
of the Company. The Company initially authorizes the Trustee to act as Paying
Agent for the Securities on its behalf. The Company may at any time and from
time to time authorize one or more Persons to act as Paying Agent in addition
to or in place of the Trustee with respect to any series of Securities issued
under this Indenture.

"Permitted Debt and Preferred Stock" means (i) Debt or Preferred
Stock outstanding on the date of original issuance of the Securities after
giving effect to

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12

the application of the proceeds from the Securities; (ii) interest rate swap or
similar agreements and foreign currency hedge, exchange or similar agreements
designed to provide protection against fluctuations in interest rates and
currency exchange rates, respectively, provided that such agreements are
entered into in, or are incidental to, the ordinary course of business or are
entered into in connection with the incurrence of Debt permitted hereunder;
(iii) Debt Incurred pursuant to industrial revenue or development bonds in an
aggregate principal amount not to exceed $5 million at any one time
outstanding; (iv) Debt Incurred or Incurrable in respect of trade letters of
credit, bankers' acceptances, performance or return-of-money bonds or other
obligations of a like nature Incurred in the ordinary course of business; (v)
Debt or Preferred Stock issued to and held by the Company or a Wholly Owned
Subsidiary of the Company, but only so long as held or owned by the Company or
a Wholly Owned Subsidiary of the Company; (vi) Debt Incurred or Preferred Stock
issued by a Person prior to the time (A) such Person became a Subsidiary of the
Company, (B) such Person merges into or consolidates with a Subsidiary of the
Company (provided that such Debt is not Guaranteed by the Company) or (C)
another Subsidiary of the Company merges into or consolidates with such Person
(in a transaction in which such Person becomes a Subsidiary of the Company),
which Debt or Preferred Stock was not Incurred or issued in anticipation of
such transaction (provided that such Debt is not Guaranteed by the Company);
(vii) Debt Incurred for the purpose of financing all or any part of the
purchase price or the cost of construction of or improvements (or additions to
improvements) to the property of the Company or any of its Subsidiaries in an
aggregate principal amount not to exceed the fair market value of such
property, construction or improvements (or additions to improvements); (viii)
Debt or Preferred Stock that is exchanged for, or the proceeds of which are
used to refinance or refund, any Debt or Preferred Stock permitted to be
outstanding pursuant to clauses (i) through (vii) (or any extension or renewal
thereof) (provided that such Debt is not Guaranteed by the Company) (A) in an
aggregate principal amount not to exceed the principal amount of the Debt, in
the case of Debt, or the liquidation preference of

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13

the Preferred Stock, in the case of Preferred Stock, so exchanged, refinanced
or refunded and (B) provided that such Debt or Preferred Stock does not require
the payment of all or a portion of the principal or liquidation value thereof
(whether pursuant to purchase, redemption, defeasance, retirement, sinking fund
payment, payment at stated maturity or otherwise, but excluding any payment or
retirement required by virtue of acceleration of such Debt upon an event of
default thereunder) prior to the scheduled maturity or maturities of the Debt
or Preferred Stock being refinanced or refunded; and (ix) Debt not otherwise
permitted to be Incurred pursuant to clauses (i) through (viii) above which,
together with any other outstanding Debt Incurred pursuant to this clause (ix),
has an aggregate principal amount not in excess of the greater of $20 million
or 10% of Consolidated Stockholders' Equity.

"Permitted Liens" means (i) Liens on inventories and accounts
receivable existing from time to time; (ii) Liens securing only the Securities;
(iii) Liens in favor of the Company; (iv) Liens on property of a Person
existing at the time such Person is merged into or consolidated with the
Company (or any Subsidiary of the Company) or any Subsidiary of the Company
merges into or consolidates with such Person and not securing Debt Incurred in
anticipation of such transaction; (v) Liens on property existing at the time of
acquisition thereof; (vi) Liens to secure Debt Incurred for the purpose of
financing all or any part of the purchase price or the cost of construction or
improvement (or additions to improvements) of the property subject to such
Liens; (vii) Liens on property of the Company or any of its Subsidiaries in
favor of the United States of America or any state thereof, or any
instrumentality of either, to secure certain payments pursuant to any contract
or statute; (viii) Liens granted to any bank or other institution on the
payments to be made by such institution to the Company or a Subsidiary of the
Company pursuant to any interest rate swap or similar agreement or foreign
currency hedge, exchange or similar agreement designed to provide protection
against fluctuations in interest rates and currency exchange rates,
respectively, provided that such agreements are entered into

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14

in, or are incidental to, the ordinary course of business or are entered into
in connection with Permitted Debt and Preferred Stock, between the Company or
such Subsidiary and such institution; (ix) Liens to secure industrial revenue
or development bonds, not to exceed $5 million at any one time outstanding; (x)
mechanics', workmen's, materialmen's or similar Liens arising in the ordinary
course of business; (xi) Liens to secure any extension, renewal, refinancing or
refunding (or successive extensions, renewals, refinancings or refundings), in
whole or in part, of any Debt secured by Liens referred to in the foregoing
clauses (i) to (x) so long as such Lien does not extend to any other property
and the Debt so secured is not increased; (xii) Liens incurred in the ordinary
course of business that are not material to the business or financial condition
of the Company and its Subsidiaries taken as a whole and which do not secure
Debt in an aggregate principal amount in excess of the greater of $20 million
or 10% of Consolidated Stockholders' Equity at any one time outstanding; and
(xiii) any Liens securing Debt owed by the Company to one or more Wholly Owned
Subsidiaries of the Company (but only if such Debt is held by such Wholly Owned
Subsidiaries).

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

"Place of Payment" means with respect to any series of Securities
issued hereunder the city or political subdivision so designated with respect
to the series of Securities in question in accordance with the provisions of
Section 301.

"Predecessor Securities" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 306 in lieu
of a lost, destroyed or stolen Security shall be deemed to evidence the same
debt as the lost, destroyed or stolen Security.

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15

"Preferred Stock", as applied to the Capital Stock of any Person,
means Capital Stock of such Person of any class or classes (however designated)
that ranks prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of Capital Stock of any other class of such Person.

"Redeemable Stock" of any Person means any equity security of
such Person that by its terms or otherwise is required to be redeemed prior to
the Stated Maturity of the Securities or is redeemable at the option of the
holder thereof at any time prior to the Stated Maturity of the Securities.

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

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

"Regular Record Date" for the interest payable on any security on
any Interest Payment Date means the date specified in such Security as the
Regular Record Date.

"Repayment Date", when used with respect to any Security to be
repaid, means the date fixed for such repayment pursuant to such Security.

"Repayment Price", when used with respect to any Security to be
repaid, means the price at which it is to be repaid pursuant to such Security.

"Required Currency", when used with respect to any Security, has
the meaning set forth in Section 114.

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

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16

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.

"Sale and Leaseback Transaction" of any Person means an
arrangement with any lender or investor or to which such lender or investor is
a party providing for the leasing by such Person of any property or asset of
such Person which has been or is being sold or transferred by such Person more
than one year after the acquisition thereof or the completion of construction
or commencement of operation thereof to such lender or investor or to any
Person to whom funds have been or are to be advanced by such lender or investor
on the security of such property or asset. The stated maturity of such
arrangement shall be the date of the last payment of rent or any other similar
amount due under such arrangement prior to the first date on which such
arrangement may be terminated by the lessee without payment of a penalty.

"Security" or "Securities" means any note or notes, bond or
bonds, debenture or debentures, or any other evidences of indebtedness, as the
case may be, of any series authenticated and delivered from time to time under
this Indenture.

"Security Register" shall have the meaning specified in Section
305.

"Security Registrar" means the Person who keeps the Security
Register specified in Section 305. The Company initially appoints the Trustee
to act as Security Registrar for the Securities on its behalf. The Company may
at any time and from time to time authorize any Person to act as Security
Registrar in place of the Trustee with respect to any series of Securities
issued under this Indenture.

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

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17

"Significant Subsidiary" means a Subsidiary of any Person that is
a "significant subsidiary" as defined in Regulation S-X, as promulgated by the
Commission.

"Special Record Date" for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 307.

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

"Subsidiary" means, with respect to any Person, any corporation
more than 50% of the outstanding voting stock of which is owned, directly or
indirectly, by such Person, and any partnership, association, joint venture or
other entity in which such Person owns more than 50% of the equity interests or
has the power (i) to elect a majority of the board of directors or other
governing body or (ii) to direct the policies, management or affairs thereof.

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

"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 and include each Person who is then a Trustee hereunder.
If at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

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18

"Vice President" when used with respect to the Company or the
Trustee means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president", including,
without limitation, an assistant vice president.

"Voting Stock", as applied to the stock of any corporation, means
stock of any class or classes (however designated) having by the terms thereof
ordinary voting power to elect a majority of the members of the board of
directors (or other governing body) of such corporation other than stock having
such power only by reason of the happening of a contingency.

"Wholly Owned Subsidiary" of any Person means a Subsidiary of
such Person all of the outstanding Capital Stock or other ownership interests
of which (other than directors' qualifying shares) shall at the time be owned
by such Person or by one or more Wholly Owned Subsidiaries of such Person or by
such Person and one or more Wholly Owned Subsidiaries of such Person.

Section 102. 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 (including
any covenants compliance with which constitutes a condition precedent),
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 (including any covenants
compliance with which constitutes a condition precedent), 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

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19

Indenture (other than annual statements of compliance provided pursuant to
Section 1004) shall include

(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 103. 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 may certify or give an opinion as to the 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

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20

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, 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 104. Acts of Securityholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Securityholders or Securityholders of
any series may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Securityholders in person or by an
agent 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. If any Securities are denominated in coin or
currency other than that of the United States, then for the purposes of
determining whether the Holders of the requisite principal amount of Securities
have taken any action as herein described, the principal amount of such
Securities shall be deemed to be that amount of United States dollars that
could be obtained for such principal amount on the basis of the spot rate of
exchange into United States dollars for the currency in which such Securities
are denominated (as evidenced to the Trustee by an Officers' Certificate) as of
the date the taking of such action by the Holders of such requisite principal
amount as evidenced to the Trustee as provided in the immediately preceding
sentence. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the
Securityholders signing such instrument or instruments.

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21

Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and (subject to
Section 601) conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness to such
execution or by the certificate of any notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. Where such execution is by an officer of a corporation or a member of
a partnership, on behalf of such corporation or partnership, such certificate
or affidavit shall also constitute sufficient proof of his authority. The fact
and date of the execution of any such instrument or writing, or the authority
of the person executing the same, may also be proved in any other manner which
the Trustee deems sufficient.

(d) If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Company may, at its option, by Board Resolution, fix in advance a record date
for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other action, but the
Company shall have no obligation to do so. Such record date shall be the later
of 10 days prior to the first solicitation of such action or the date of the
most recent list of Holders furnished to the Trustee pursuant to Section 701.
If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other action may be given before or after the record
date, but only the Holders of record at the close of business on the record
date shall be deemed to be Holders for the purposes of determining whether
Holders of the requisite proportion of Securities outstanding have authorized
or agreed or consented to such request, demand,

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22

authorization, direction, notice, consent, waiver or other action, and for that
purpose the Securities Outstanding shall be computed as of the record date;
provided that no such authorization, agreement or consent by the Holders on the
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after the record
date, and that no such authorization, agreement or consent may be amended,
withdrawn or revoked once given by a Holder, unless the Company shall provide
for such amendment, withdrawal or revocation in conjunction with such
solicitation of authorizations, agreements or consents or unless and to the
extent required by applicable law.

(e) Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Security shall bind the
Holder of every Security issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof, in respect of anything done or suffered
to be done by the Trustee or the Company in reliance thereon whether or not
notation of such action is made upon such Security.

Section 105. Notices, etc., to Trustee and Company. Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Securityholders 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 Securityholder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at its Corporate Trust Office,
Attention: Corporate Trust Department, or

(2) the Company by the Trustee or by any Securityholder shall be
sufficient for every purpose hereunder (except as provided in Section
501(4) and (5) or, in the case of a request for repayment, as specified
in the Security carrying the right to repayment) if in writing and
mailed, first-class postage prepaid, to the Company addressed to it at
the address of its principal

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office specified in the first paragraph of this instrument, Attention:
Treasurer, or at any other address previously furnished in writing to
the Trustee by the Company.

Section 106. Notices to Securityholders; Waiver. Where this
Indenture or any Security provides for notice to Securityholders of any event,
such notice shall be sufficiently given (unless otherwise herein or in such
Security expressly provided) if in writing and mailed, first-class postage
prepaid, to each Securityholder affected by such event, at his address as it
appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In
any case where notice to Securityholders is given by mail, neither the failure
to mail such notice, nor any defect in any notice so mailed, to any particular
Securityholder shall affect the sufficiency of such notice with respect to
other Securityholders. Where this Indenture or any Security 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
Securityholders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.

In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or otherwise, it shall be impractical to mail
notice of any event to any Securityholder when such notice is required to be
given pursuant to any provision of this Indenture, then any method of
notification as shall be satisfactory to the Trustee and the Company shall be
deemed to be a sufficient giving of such notice.

Section 107. Conflict with Trust Indenture Act. If and to the
extent that any provision hereof limits, qualifies or conflicts with the duties
imposed by, or with another provision (an "incorporated provision") included in
this Indenture by operation of, any of Sections 310 to 318,

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inclusive, of the Trust Indenture Act, such imposed duties or incorporated
provision shall control.

Section 108. Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

Section 109. Successors and Assigns. All covenants and
agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.

Section 110. Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

Section 111. Benefits of Indenture. Nothing in this Indenture
or in any Securities, express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder, any Authenticating Agent or
Paying Agent, the Security Registrar and the Holders of Securities (or such of
them as may be affected thereby), any benefit or any legal or equitable right,
remedy or claim under this Indenture.

Section 112. Governing Law. This Indenture shall be construed
in accordance with and governed by the laws of the State of New York.

Section 113. Counterparts. This instrument may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

Section 114. Judgment Currency. The Company agrees, to the
fullest extent that it may effectively do so under applicable law, that (a) if
for the purpose of obtaining judgment in any court it is necessary to convert
the sum

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due in respect of the principal of, or premium or interest, if any, on the
Securities of any series (the "Required Currency") into a currency in which a
judgment will be rendered (the "Judgment Currency"), the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in the City of New York the Required Currency with the
Judgment Currency on the New York Banking Day preceding that on which a final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering
in the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any
other sum due under this Indenture. For purposes of the foregoing, "New York
Banking Day" means any day except a Saturday, Sunday or a legal holiday in the
City of New York or a day on which banking institutions in the City of New York
are authorized or required by law or executive order to close.

ARTICLE TWO

Security Forms

Section 201. Forms Generally. The Securities 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 and such legends or endorsements placed thereon,
as may be required to comply with the rules of any securities exchange, or as
may, consistently herewith, be determined by the officers executing such

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Securities, as evidenced by their execution of the Securities. Any portion of
the text of any Security may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Security.

The definitive Securities 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 Securities, as evidenced by their execution of such
Securities, subject, with respect to the Securities of any series, to the rules
of any securities exchange on which such Securities are listed.

Section 202. Forms of Securities. Each Security shall be in one
of the forms approved from time to time by or pursuant to a Board Resolution,
or established in one or more indentures supplemental hereto. Prior to the
delivery of a Security to the Trustee for authentication in any form approved
by or pursuant to a Board Resolution, the Company shall deliver to the Trustee
the Board Resolution by or pursuant to which such form of Security has been
approved, which Board Resolution shall have attached thereto a true and correct
copy of the form of Security which has been approved thereby or, if a Board
Resolution authorizes a specific officer or officers to approve a form of
Security, a certificate of such officer or officers approving the form of
Security attached thereto. Any form of Security approved by or pursuant to a
Board Resolution must be acceptable as to form to the Trustee, such acceptance
to be evidenced by the Trustee's authentication of Securities in that form or a
certificate signed by a Responsible Officer of the Trustee and delivered to the
Company.

Section 203. Form of Trustee's Certificate of Authentication.
The form of Trustee's Certificate of Authentication for any Security issued
pursuant to this Indenture shall be substantially as follows:

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TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Texas Commerce Bank National
Association, as Trustee

By:
-------------------------------
Authorized Officer

Section 204. Securities Issuable in the Form of a Global
Security. (a) If the Company shall establish pursuant to Sections 202 and 301
that the Securities of a particular series are to be issued in whole or in part
in the form of one or more Global Securities, then the Company shall execute
and the Trustee or its agent shall, in accordance with Section 303 and the
Company Order delivered to the Trustee or its agent thereunder, authenticate
and deliver, such Global Security or Securities, which (i) shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of,
the Outstanding Securities of such series to be represented by such Global
Security or Securities, or such portion thereof as the Company shall specify in
a Company Order, (ii) shall be registered in the name of the Depository for
such Global Security or Securities or its nominee, (iii) shall be delivered by
the Trustee or its agent to the Depository or pursuant to the Depository's
instruction and (iv) shall bear a legend substantially to the following effect:
"Unless this certificate is presented by an authorized representative of the
Depository to Issuer or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the name of the nominee of
the Depository or in such other name as is requested by an authorized
representative of the Depository (and any payment is made to the nominee of the
Depository or to such other entity as is requested by an authorized
representative of the Depository), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch

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as the registered owner hereof, the nominee of the Depository, has an
interest herein."

(b) Notwithstanding any other provision of this Section 204 or
of Section 305, and subject to the provisions of paragraph (c) below, unless
the terms of a Global Security expressly permit such Global Security to be
exchanged in whole or in part for individual Securities, a Global Security may
be transferred, in whole but not in part and in the manner provided in Section
305, only to a nominee of the Depository for such Global Security, or to the
Depository, or a successor Depository for such Global Security selected or
approved by the Company, or to a nominee of such successor Depository.

(c) (i) If at any time the Depository for a Global Security
notifies the Company that it is unwilling or unable to continue as Depository
for such Global Security or if at any time the Depository for the Securities
for such series shall no longer be eligible or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, the Company shall appoint a successor Depository with respect to
such Global Security. If a successor Depository for such Global Security is
not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company will execute, and
the Trustee or its agent, upon receipt of a Company Request for the
authentication and delivery of individual Securities of such series in exchange
for such Global Security, will authenticate and deliver, individual Securities
of such series of like tenor and terms in an aggregate principal amount equal
to the principal amount of the Global Security in exchange for such Global
Security.

(ii) The Company may at any time and in its sole discretion
determine that the Securities of any series (or portion thereof) issued or
issuable in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities. In such event the Company
will execute, and the Trustee, upon receipt of a Company Request for the
authentication and delivery of

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individual Securities of such series in exchange (in whole or in part) for such
Global Security, will authenticate and deliver individual Securities of such
series of like tenor and terms in definitive form in an aggregate principal
amount equal to the principal amount of such Global Security or Securities
representing such series (or portion thereof) in exchange for such Global
Security or Securities.

(iii) If specified by the Company pursuant to Sections 202 and
301 with respect to Securities issued or issuable in the form of a Global
Security, the Depository for such Global Security may surrender such Global
Security in exchange in whole (or in part) for individual Securities of such
series of like tenor and terms in definitive form on such terms as are
acceptable to the Company and such Depository. Thereupon the Company shall
execute, and the Trustee or its agent shall authenticate and deliver, without
service charge, (1) to each Person specified by such Depository a new Security
or Securities of the same series of like tenor and terms and of any authorized
denomination as requested by such Person in aggregate principal amount equal to
and in exchange for such Person's beneficial interest as specified by such
Depository in the Global Security; and (2) to such Depository a new Global
Security of like tenor and terms and in an authorized denomination equal to the
difference, if any, between the principal amount of the surrendered Global
Security and the aggregate principal amount of Securities delivered to Holders
thereof.

(iv) In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee or its agent will
authenticate and deliver individual Securities in definitive registered form in
authorized denominations. Upon the exchange of the entire principal amount of
a Global Security for individual Securities, such Global Security shall be
canceled by the Trustee or its agent. Except as provided in the preceding
paragraph, Securities issued in exchange for a Global Security pursuant to this
Section shall be registered in such names and in such authorized denominations
as the Depository for such Global Security, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the

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Trustee or the Security Registrar. The Trustee or the Security Registrar shall
deliver at its Corporate Trust Office such Securities to the Persons in whose
names such Securities are so registered.

ARTICLE THREE

The Securities

Section 301. General Title; General Limitations; Issuable in
Series; Terms of Particular Series. The aggregate principal amount of
Securities which may be authenticated and delivered and Outstanding under this
Indenture is not limited.

The Securities may be issued in one or more series as from time
to time may be authorized by the Board of Directors. There shall be
established in or pursuant to a Board Resolution or in a supplemental
indenture, subject to Section 311, prior to the issuance of Securities of any
such series:

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

(2) the Person to whom any interest on a Security of such series
shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest;

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

(4) the rate or rates at which the Securities of such series
shall bear interest, if any, the date or dates from which such interest
shall accrue, the Interest Payment Dates on which any such interest
shall be payable and the Regular Record Date for any interest payable on
any Interest Payment Date;

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(5) the place or places where the principal of and any premium
and interest on Securities of such series shall be payable;

(6) the period or periods within which, the Redemption Price or
Prices or the Repayment Price or Prices, as the case may be, at which
and the terms and conditions upon which Securities of such series may be
redeemed or repaid, as the case may be, in whole or in part, at the
option of the Company or the Holder;

(7) the obligation, if any, of the Company to purchase Securities
of such series pursuant to any sinking fund or analogous provisions or
at the option of a Holder thereof and the period or periods within
which, the price or prices at which and the terms and conditions upon
which Securities of such series shall be purchased, in whole or in part,
pursuant to such obligation;

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

(9) provisions, if any, with regard to the conversion or exchange
of the Securities of such series, at the option of the Holders thereof
or the Company, as the case may be, for or into new Securities of a
different series or other securities;

(10) if other than U.S. dollars, the currency or currencies or
units based on or related to currencies in which the Securities of such
series shall be denominated and in which payments of principal of, and
any premium and interest on, such Securities shall or may be payable;

(11) if the principal of (and premium, if any) or interest, if
any, on the Securities of such series are to be payable, at the election
of the Company or a Holder thereof, in a coin or currency (including a
composite currency) other than that in which the

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securities are stated to be payable, the period or periods within which,
and the terms and conditions upon which, such election may be made;

(12) if the amount of payments of principal of (and premium, if
any) or interest, if any, on the Securities of such series may be
determined with reference to an index based on a coin or currency
(including a composite currency) other than that in which the Securities
are stated to be payable, the manner in which such amounts shall be
determined;

(13) any limit upon the aggregate principal amount of the
Securities of such series which may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of such series pursuant to Section 304, 305, 306, 906 and
1107 and except for any Securities which, pursuant to Section 303, are
deemed never to have been authenticated and delivered hereunder);

(14) provisions, if any, with regard to the exchange of
Securities of such series, at the option of the Holders thereof, for
other Securities of the same series of the same aggregate principal
amount of a different authorized kind or different authorized
denomination or denominations, or both;

(15) provisions, if any, with regard to the appointment by the
Trustee of an Authenticating Agent in one or more places other than the
location of the office of the Trustee with power to act on behalf of the
Trustee and subject to its direction in the authentication and delivery
of the Securities of any one or more series in connection with such
transactions as shall be specified in the provisions of this Indenture
or in or pursuant to such Board Resolution or supplemental indenture;

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(16) the portion of the principal amount of Securities of the
series, if other than the principal amount thereof, which shall be
payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 502 or provable in bankruptcy pursuant to Section
504;

(17) any Event of Default with respect to the Securities of such
series, if not set forth herein, and any additions, deletions or other
changes to the Events of Default set forth herein that shall be
applicable to the Securities of such series;

(18) any covenant solely for the benefit of the Securities of
such series and any additions, deletions or other changes to the
provisions of Article Ten or Section 101 or any definitions relating to
such Article that would otherwise be applicable to the Securities of
such series;

(19) if Section 403 of this Indenture shall not be applicable to
the Securities of such series and if Section 403 shall be applicable to
any covenant or Event of Default established in or pursuant to a Board
Resolution or in a supplemental indenture as described above that has
not already been established herein;

(20) if the Securities of such series shall be issued in whole or
in part in the form of a Global Security or Securities, the terms and
conditions, if any, upon which such Global Security or Securities may be
exchanged in whole or in part for other individual Securities; and the
Depository for such Global Security or Securities; and

(21) any other terms of such series,

all upon such terms as may be determined in or pursuant to such Board
Resolution or supplemental indenture with respect to such series.

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The form of the Securities of each series shall be established
pursuant to the provisions of this Indenture in or pursuant to the Board
Resolution or in the supplemental indenture creating such series. The
Securities of each series shall be distinguished from the Securities of each
other series in such manner, reasonably satisfactory to the Trustee, as the
Board of Directors may determine.

Unless otherwise provided with respect to Securities of a
particular series, the Securities of any series may only be issuable in
registered form, without coupons.

Any terms or provisions in respect of the Securities of any
series issued under this Indenture may be determined pursuant to this Section
by providing for the method by which such terms or provisions shall be
determined.

Section 302. Denominations. The Securities of each series shall
be issuable in such denominations and currency as shall be provided in the
provisions of this Indenture or in or pursuant to the Board Resolution or the
supplemental indenture creating such series. In the absence of any such
provisions with respect to the Securities of any series, the securities of that
series shall be issuable only in fully registered form in denominations of
$1,000 and any integral multiple thereof.

Section 303. Execution, Authentication and Delivery and Dating.
The Securities shall be executed on behalf of the Company by its Chairman of
the Board, its President, one of its 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 on the
Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery

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of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities executed by the
Company to the Trustee for authentication; and the Trustee shall, upon Company
Order, authenticate and deliver such Securities as in this Indenture provided
and not otherwise.

Prior to any such authentication and delivery, the Trustee shall
be entitled to receive, in addition to any Officers' Certificate and Opinion of
Counsel required to be furnished to the Trustee pursuant to Section 102, and
the Board Resolution and any certificate relating to the issuance of the series
of Securities required to be furnished pursuant to Section 202, an Opinion of
Counsel stating that:

(1) all instruments furnished to the Trustee conform to the
requirements of the Indenture and constitute sufficient authority
hereunder for the Trustee to authenticate and deliver such Securities;

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

(3) all laws and requirements with respect to the execution and
delivery by the Company of such Securities have been complied with, the
Company has the corporate power to issue such Securities and such
Securities have been duly authorized and delivered by the Company and,
assuming due authentication and delivery by the Trustee, constitute
legal, valid and binding obligations of the Company enforceable in
accordance with their terms (subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency, moratorium or other
laws and legal principles affecting creditors' rights generally from
time to time in effect and to general equitable principles,

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whether applied in an action at law or in equity) and entitled to the
benefits of this Indenture, equally and ratably with all other
Securities, if any, of such series Outstanding;

(4) the Indenture is qualified under the Trust Indenture Act; and

(5) such other matters as the Trustee may reasonably request;

and, if the authentication and delivery relates to a new series of Securities
created by an indenture supplemental hereto, also stating that all laws and
requirements with respect to the form and execution by the Company of the
supplemental indenture with respect to that series of Securities have been
complied with, the Company has corporate power to execute and deliver any such
supplemental indenture and has taken all necessary corporate action for those
purposes and any such supplemental indenture has been executed and delivered
and constitutes the legal, valid and binding obligation of the Company
enforceable in accordance with its terms (subject, as to enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or
other laws and legal principles affecting creditors' rights generally from time
to time in effect and to general equitable principles, whether applied in an
action at law or in equity).

The Trustee shall not be required to authenticate such Securities
if the issue thereof will adversely affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture.

Unless otherwise provided in the form of Security for any series,
all Securities shall be dated the date of their authentication.

No Security shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Security
a certificate of authentication substantially in the form provided for herein

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executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancelation as provided in Section
309, for all purposes of this Indenture such Security shall be deemed never to
have been authenticated and delivered hereunder and shall never be entitled to
the benefits of this Indenture.

Section 304. Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute, and, upon receipt
of the documents required by Section 303, together with a Company Order, the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of
such Securities.

If temporary Securities of any series are issued, the Company
will cause definitive Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Securities, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment, without
charge to the Holder; and upon surrender for cancelation of any one or more
temporary Securities the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of such series of authorized denominations and of like
tenor and terms. Until so exchanged the temporary Securities of such series
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series.

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Section 305. Registration, Transfer and Exchange. The Company
shall keep or cause to be kept a register or registers (herein sometimes
referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities, or of Securities of a particular series, and of transfers of
Securities or of Securities of such series. Any such register shall be in
written form or in any other form capable of being converted into written form
within a reasonable time. At all reasonable times the information contained in
such register or registers shall be available for inspection by the Trustee at
the office or agency to be maintained by the Company as provided in Section
1002. There shall be only one Security Register per series of Securities.

Subject to Section 204, upon surrender for registration of
transfer of any Security of any series at the office or agency of the Company
maintained for such purpose in a Place of Payment, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of such series of any
authorized denominations, of a like aggregate principal amount and Stated
Maturity and of like tenor and terms.

Subject to Section 204, at the option of the Holder, Securities
of any series may be exchanged for other securities of such series of any
authorized denominations, of a like aggregate principal amount and Stated
Maturity and of like tenor and terms, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Securityholder making the exchange is
entitled to receive.

All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the

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Securities surrendered upon such registration of transfer or exchange.

Every Security presented or surrendered for registration of
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 Trustee duly executed, by the Holder
thereof or his attorney duly authorized in writing.

Unless otherwise provided in the Security to be registered for
transfer or exchanged, no service charge shall be made on any Securityholder
for any registration of transfer or exchange of Securities, but the Company may
(unless otherwise provided in such Security) require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

The Company shall not be required (i) to issue, register the
transfer of or exchange any Security of any series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of such series selected for redemption under Section
1103 and ending at the close of business on the date of such mailing, or (ii)
to register the transfer of or exchange any Security so selected for redemption
in whole or in part.

None of the Company, the Trustee, any agent of the Trustee, any
Paying Agent or the Security Registrar will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

Section 306. Mutilated, Destroyed, Lost and Stolen Securities.
If (i) any mutilated Security is surrendered

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to the Trustee, or the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Security, and (ii) there
is delivered to the Company and the Trustee such security or indemnity as may
be required by then to save each of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company shall execute and upon its written request the
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Security, a new Security of like tenor,
series, Stated Maturity and principal amount, bearing a number not
contemporaneously outstanding.

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

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

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

Section 307. Payment of Interest; Interest Rights Preserved.
Unless otherwise provided with respect to such

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Security pursuant to Section 301, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

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

(1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names any such 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 notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each such Security and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee
an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the
proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided. Thereupon the Trustee shall fix a Special Record Date
for the payment of such Defaulted Interest which shall be not more than
15 nor 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,

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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 Holder of each such Security at his address as it
appears 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 Securities (or their respective Predecessor Securities) are
registered 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 in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which such Securities may be listed, and upon
such notice as may be required by such exchange, if, after notice given
by the Company to the Trustee of the proposed payment pursuant to this
Clause, such manner of payment shall be deemed practicable by the
Trustee.

If any installment of interest the Stated Maturity of which is on
or prior to the Redemption Date for any Security called for redemption pursuant
to Article Eleven is not paid or duly provided for on or prior to the
Redemption Date in accordance with the foregoing provisions of this Section,
such interest shall be payable as part of the Redemption Price of such
Securities.

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

Section 308. Persons Deemed Owners. The Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
any Security is registered as the owner of such Security for the purpose of
receiving

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payment of principal of (and premium, if any), and (subject to Section 307)
interest on, such Security and for all other purposes whatsoever, whether or
not such 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.

None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests in a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

Section 309. Cancelation. All Securities surrendered for
payment, conversion, redemption, registration of transfer, exchange or credit
against a sinking fund shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and, if not already canceled, shall be
promptly canceled by it. The Company may at any time deliver to the Trustee
for cancelation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly canceled by the Trustee. No Security
shall be authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section, except as expressly permitted by this Indenture. The
Trustee shall dispose of all canceled Securities in accordance with its
standard procedures and deliver a certificate of such disposition to the
Company.

Section 310. Computation of Interest. Unless otherwise provided
as contemplated in Section 301, interest on the Securities shall be calculated
on the basis of a 360-day year of twelve 30-day months.

Section 311. Delayed Issuance of Securities. Notwithstanding
any contrary provision herein, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary for the Company to

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deliver to the Trustee an Officers' Certificate, Board Resolution, supplemental
indenture, Opinion of Counsel or Company Order otherwise required pursuant to
Sections 102, 202, 301 and 303 at or prior to the time of authentication of
each Security of such series if such documents are delivered to the Trustee or
its agent at or prior to the authentication upon original issuance of the first
Security of such series to be issued; provided that any subsequent request by
the Company to the Trustee to authenticate Securities of such series upon
original issuance shall constitute a representation and warranty by the Company
that as of the date of such request, the statements made in the Officers'
Certificate or other certificates delivered pursuant to Sections 102 and 202
shall be true and correct as if made on such date.

A Company Order, Officers' Certificate or Board Resolution or
supplemental indenture delivered by the Company to the Trustee in the
circumstances set forth in the preceding paragraph may provide that Securities
which are the subject thereof will be authenticated and delivered by the
Trustee or its agent on original issue from time to time in the aggregate
principal amount, if any, established for such series pursuant to such
procedures acceptable to the Trustee as may be specified from time to time by
Company Order upon the telephonic, electronic or written order of Persons
designated in such Company Order, Officers' Certificate, supplemental indenture
or Board Resolution (any such telephonic or electronic instructions to be
promptly confirmed in writing by such Persons) and that such Persons are
authorized to determine, consistent with such Company Order, Officers'
Certificate, supplemental indenture or Board Resolution, such terms and
conditions of said Securities as are specified in such Company order, Officers'
Certificate, supplemental indenture or Board Resolution.

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ARTICLE FOUR

Satisfaction and Discharge

Section 401. Satisfaction and Discharge of Indenture. This
Indenture shall cease to be of further effect with respect to any series of
Securities (except as to any surviving rights of conversion or transfer or
exchange of Securities of such series expressly provided for herein or in the
form of Security for such series), and the Trustee, on receipt of a Company
Request and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture as to such series,
when

(1) either

(A) all Securities of that series theretofore
authenticated and delivered (other than (i) Securities of such series
which have been destroyed, lost or stolen and which have been replaced
or paid as provided in Section 306, and (ii) Securities of such series
for whose payment money in the Required Currency 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 1003) have been delivered to the Trustee canceled or
for cancelation; or

(B) all such Securities of that series not theretofore
delivered to the Trustee canceled or for cancelation

(i) have become due and payable, or

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

(iii) are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the
giving of notice of redemption

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by the Trustee in the name, and at the expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has
irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust for the purpose an amount in the Required Currency
sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee canceled or for
cancelation, for principal (and premium, if any) and interest to the
date of such deposit (in the case of Securities which have become due
and payable), or to the Stated Maturity or Redemption Date, as the case
may be;

(2) the Company has paid or caused to be paid all other sums
payable hereunder by the Company with respect to the Securities of such
series; and

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

Notwithstanding the satisfaction and discharge of this Indenture with respect
to any series of Securities, the obligations of the Company to the Trustee with
respect to that series under Section 607 shall survive and the obligations of
the Company and the Trustee under Sections 305, 306, 402, 1002 and 1003 shall
survive.

Section 402. Application of Trust Money. Subject to the
provisions of the last paragraph of Section 1003, all money deposited with the
Trustee pursuant to Section 401 or Section 403 shall be held in trust and
applied by it, in accordance with the provisions of the series of Securities in
respect of which it was deposited 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,

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of the principal (and premium, if any) and interest for whose payment such
money has been deposited with the Trustee; but such money need not be
segregated from other funds except to the extent required by law.

Anything herein to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or securities deposited with and held by it as provided in Section 403
and this Section 402 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent satisfaction and discharge,
Discharge or covenant defeasance, provided that the Trustee shall not be
required to liquidate any securities in order to comply with the provisions of
this paragraph.

Section 403. Defeasance Upon Deposit of Funds or Governmental
Obligations. Unless pursuant to Section 301 provision is made that this
Section shall not be applicable to the Securities of any series, 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 any series
of Securities after the applicable conditions set forth below have been
satisfied or (b) the Company shall cease to be under any obligation to comply
with any term, provision or condition set forth in Sections 1005, 1006, 1007
and 1008 and Article Eight (and any other Sections or covenants applicable to
such Securities that are determined pursuant to Section 301 to be subject to
this provision), and clause (5) of Section 501 of this Indenture (and any other
Events of Default applicable to such Securities that are determined pursuant to
Section 301 to be subject to this provision) shall be deemed not to be an Event
of Default, with respect to any series of Securities at any time after the
applicable conditions set forth below have been satisfied:

(1) the Company shall have deposited or caused to be deposited
irrevocably with the Trustee as trust

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funds in trust, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of the Securities of such series
(i) money in an amount, or (ii) the equivalent in securities of the
government which issued the currency in which the Securities are
denominated or government agencies backed by the full faith and credit
of such government 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 (ii) and (iii)) of a nationally recognized firm
of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge each installment
of principal (including mandatory sinking fund payments) and any premium
of, interest on and any repurchase or redemption obligations with
respect to the outstanding Securities of such series on the dates such
installments of interest or principal or repurchase or redemption
obligations are due (before such a deposit, if the Securities of such
series are then redeemable or may be redeemed in the future pursuant to
the terms thereof, in either case at the option of the Company, the
Company may give to the Trustee, in accordance with Section 1102, a
notice of its election to redeem all of the Securities of such series at
a future date in accordance with Article Eleven);

(2) no Event of Default or event (including such deposit) which
with notice or lapse of time would become an Event of Default with
respect to the Securities of such series shall have occurred and be
continuing on the date of such deposit;

(3) the Company shall have delivered to the Trustee (A) an
Opinion of Counsel to the effect that Holders of the Securities of such
series will not recognize income, gain or loss for Federal income tax
purposes as a result of the Company's exercise of its option under this
Section 403 and will be subject to

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Federal income tax on the same amount and in the same manner and at the
same times as would have been the case if such option had not been
exercised, and, in the case of Securities being Discharged, accompanied
by a ruling to that effect from the Internal Revenue Service, unless, as
set forth in such opinion of Counsel, there has been a change in the
applicable federal income tax law since the date of this Indenture such
that a ruling from the Internal Revenue Service is no longer required
and (B) an opinion of Counsel, subject to such qualifications,
exceptions, assumptions and limitations as are reasonably deemed
necessary by such counsel and are reasonably satisfactory to counsel for
the Trustee, to the effect that the trust resulting from the deposit
referred to in paragraph (1) above does not violate the Investment
Company Act of 1940;

(4) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit referred to in paragraph (1) above
was not made by the Company with the intent of preferring the Holders
over other creditors of the Company or with the intent of defeating,
hindering, delaying or defrauding creditors of the Company or others;
and

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

"Discharged" means that the Company shall be deemed to have paid
and discharged the entire indebtedness represented by, and obligations under,
the Securities of such series and to have satisfied all the obligations under
this Indenture relating to the Securities of such series (and the Trustee, on
receipt of a Company Request and at the expense of the Company, shall execute
proper instruments acknowledging the same), except (A) the rights of Holders of
securities to receive, from the trust fund described in clause (1) above,
payment of the principal and any premium

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of and any interest on such Securities when such payments are due; (B) the
Company's obligations with respect to such Securities under Sections 305, 306,
402, 607, 1002 and 1003; (C) the Company's right of redemption, if any, with
respect to any Securities of such series pursuant to Article Eleven, in which
case the Company may redeem the Securities of such series in accordance with
Article Eleven by complying with such Article and depositing with the Trustee,
in accordance with Section 1105, an amount of money sufficient, together with
all amounts held in trust pursuant to Section 402 with respect to Securities of
such series, to pay the Redemption Price of all the Securities of such series
to be redeemed; and (D) the rights, powers, trusts, duties and immunities of
the Trustee hereunder.

Section 404. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or securities in accordance with Section 402 of this
Indenture, by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 401 or 403 of this Indenture, as the
case may be, until such time as the Trustee or Paying Agent is permitted to
apply all such money or securities in accordance with Section 402 of this
Indenture; provided that, if the Company has made any payment of principal of
or interest on any Securities because of the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Securities
to receive such payment from the money or securities held by the Trustee or
Paying Agent.

ARTICLE FIVE

Remedies

Section 501. Events of Default. "Event of Default", wherever
used herein, means with respect to any series of Securities any one of the
following events (whatever

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the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless such event is either inapplicable
to a particular series or it is specifically deleted or modified in or pursuant
to the supplemental indenture or Board Resolution creating such series of
Securities or in the form of Security for such series:

(1) default in the payment of any interest upon any Security of
that series when it becomes due and payable, and continuance of such
default for a period of 30 consecutive days; or

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

(3) default in the payment of any sinking or purchase fund or
analogous obligation when the same becomes due by the terms of the
Securities of such series; or

(4) default under any bond, debenture, note, guarantee or other
evidence of indebtedness for money borrowed by the Company (including a
default with respect to Securities of any series other than such series)
or under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any indebtedness
for money borrowed by the Company (including this Indenture), whether
such indebtedness now exists or shall hereafter be created, which
default (i) shall constitute a failure to pay the principal of such
indebtedness having an outstanding principal amount in excess of $5
million in the aggregate when due and payable at the final (but not any
interim) maturity thereof after the expiration of any applicable grace
period with respect thereto and the holders of such indebtedness shall
not have waived such default or (ii) shall have resulted in such
indebtedness having an outstanding principal

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amount in excess of $5 million in the aggregate becoming or being
declared due and payable prior to the date on which it would otherwise
have become due and payable, in either case without such indebtedness
having been discharged, or such acceleration having been rescinded or
annulled, within a period of 30 consecutive days after there shall have
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 Securities of such series, a
written notice specifying such default and requiring the Company to
cause such indebtedness to be discharged or cause such acceleration to
be rescinded or annulled and stating that such notice is a "Notice of
Default" hereunder; or

(5) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture in respect of the Securities
of such series (other than a covenant or warranty in respect of the
Securities of such series a default in the performance of which or the
breach of which is elsewhere in this Section specifically dealt with),
all of such covenants and warranties in the Indenture which are not
expressly stated to be for the benefit of a particular series of
Securities being deemed in respect of the Securities of all series for
this purpose, and continuance of such default or breach for a period of
30 consecutive 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 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

(6) the entry of an order for relief against the Company under
▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code (the "Federal Bankruptcy Act") by a court
having jurisdiction in the premises or a decree or order by a court
having jurisdiction in the premises adjudging the Company or any
Significant Subsidiary a bankrupt or

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insolvent under any other applicable Federal or State law, or the entry
of a decree or order approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect
of the Company or any Significant Subsidiary under the Federal
Bankruptcy Act or any other applicable Federal or State law, or
appointing a receiver, liquidator, assignee, trustee, sequestrator (or
other similar official) of the Company or any Significant Subsidiary 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 30 consecutive days; or

(7) the consent by the Company or any Significant Subsidiary to
the institution of bankruptcy or insolvency proceedings against it, or
the filing by it of a petition or answer or consent seeking
reorganization or relief under the Federal Bankruptcy Act or any other
applicable Federal or State law, or the consent by it to the filing of
any such petition or to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of the
Company or any Significant Subsidiary or of any substantial part of its
property, or the making by it of an assignment for the benefit of
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 or any Significant Subsidiary in furtherance of any such
action; or

(8) any other Event of Default provided in the supplemental
indenture or Board Resolution under which such series of Securities is
issued or in the form of Security for such series.

Section 502. Acceleration of Maturity; Rescission and Annulment.
If an Event of Default described in paragraph (1), (2), (3), (4), (5) or (8)
(if the Event of Default under paragraph (5) or (8) is with respect to less
than all series of Securities then Outstanding) of Section 501 occurs and is
continuing with respect to any series,

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then and in each and every such case, unless the principal of all the
Securities of such series shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Securities of such series then Outstanding
hereunder (each such series acting as a separate class), by notice in
writing to the Company (and to the Trustee if given by Holders), may
declare the principal amount (or, if the Securities of such series are
Original Issue Discount Securities, such portion of the principal amount
as may be specified in the terms of that series) of all the Securities
of such series and all accrued interest thereon to be due and payable
immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, anything in this Indenture or in
the Securities of such series contained to the contrary notwithstanding.
If an Event of Default described in paragraph (5) or (8) (if the Event
of Default under paragraph (5) or (8) is with respect to all series of
Securities then Outstanding), of Section 501 occurs and is continuing,
then and in each and every such case, unless the principal of all the
Securities shall have already become due and payable, either the Trustee
or the Holders of not less than 25% in aggregate principal amount of all
the Securities then Outstanding hereunder (treated as one class), by
notice in writing to the Company (and to the Trustee if given by
Holders), may declare the principal amount (or, if any Securities are
Original Issue Discount Securities, such portion of the principal amount
as may be specified in the terms thereof) of all the Securities then
Outstanding and all accrued interest thereon to be due and payable
immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, anything in this Indenture or in
the Securities contained to the contrary notwithstanding. If an Event
of Default of the type set forth in subparagraph 6 or subparagraph 7 of
Section 501 occurs and is continuing, the principal of and any interest
on the Securities then Outstanding shall become immediately due and
payable.

At any time after such a declaration of acceleration has been
made with respect to the Securities of any or all series, as the case may be,
and before a judgment or

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decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in principal
amount of the Outstanding Securities of 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
sufficient to pay

(A) all overdue installments of interest on the
Securities of such series,

(B) the principal of (and premium, if any, on) any
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 by the terms of the Securities
of such series, to the extent that payment of such interest is
lawful,

(C) interest upon overdue installments of interest
at the rate or rates prescribed therefor by the terms of the
Securities of such series to the extent that payment of such
interest is lawful, and

(D) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel
and all other amounts due the Trustee under Section 607; and

(2) all Events of Default with respect to such series of
Securities, other than the nonpayment of the principal of the Securities
of such series which have become due solely by such acceleration, have
been cured or waived as provided in Section 513.

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

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Section 503. 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 Security of any series when such interest becomes due and
payable, or

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

(3) default is made in the payment of any sinking or purchase
fund or analogous obligation when the same becomes due by the terms of
the Securities of any series,

and any such default continues for any period of grace provided with respect to
the Securities of such series, the Company will, upon demand of the Trustee,
pay to it, for the benefit of the Holder of any such Security (or the Holders
of any such series in the case of Clause (3) above), the whole amount then due
and payable on any such Security (or on the Securities of any such series in
the case of Clause (3) above) for principal (and premium, if any) and interest,
with interest, to the extent that payment of such interest shall be legally
enforceable, upon the overdue principal (and premium, if any) and upon overdue
installments of interest, at such rate or rates as may be prescribed therefor
by the terms of any such Security (or of Securities of any such series in the
case of Clause (3) above); and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and all other amounts due the Trustee under
Section 607.

If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, and may prosecute such proceeding to judgment or final

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decree, and may enforce the same against the Company or any other obligor upon
the Securities of such series and collect the money adjudged or decreed to be
payable in the manner provided by law out of the property of the Company or any
other obligor upon such Securities, wherever situated.

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

Section 504. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceedings or otherwise,

(i) to file and prove a claim for the whole amount of principal
(or portion thereof determined pursuant to Section 301(16) to be
provable in bankruptcy) (and premium, if any) and interest owing and
unpaid in respect of the Securities and to file such other papers or
documents as may be necessary and 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 all other amounts due the Trustee under Section 607) and of
the Securityholders allowed in such judicial proceeding, and

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(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, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each
Securityholder to make such payment to the Trustee and in the event that the
Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 607.

Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Securityholder
any plan of reorganization, arrangement, adjustment or composition affecting
the Securities or the rights of any Holder thereof, or to authorize the Trustee
to vote in respect of the claim of any Securityholder in any such proceeding.

Section 505. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities of any series may be prosecuted and enforced by the Trustee without
the possession of any of the Securities of such series or the production
thereof 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 agent and counsel and any other amounts due the Trustee under Section 607,
be for the ratable benefit of the Holders of the Securities of the series in
respect of which such judgment has been recovered.

Section 506. Application of Money Collected. Any money
collected by the Trustee with respect to a series of Securities pursuant to
this Article shall be applied in the following order, at the date or dates
fixed by the Trustee

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and, in case of the distribution of such money on account of principal (or
premium, if any) or interest, upon presentation of the Securities of such
series 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 607.

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

Section 507. Limitation on Suits. No Holder of any Security of
any series shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless

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

(2) the Holders of not less than 25% in principal amount of the
Outstanding 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 furnished to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request;

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

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

it being understood and intended that no one or more Holders of Securities of
such series 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 Holders of Securities of such series, or to obtain or
to seek to obtain priority or preference over any other such Holders or to
enforce any right under this Indenture, except in the manner herein provided
and for the equal and proportionate benefit of all the Holders of all
Securities of such series.

Section 508. Unconditional Right of Securityholders To Receive
Principal, Premium and Interest. Notwithstanding any other provisions in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of (and premium, if any)
and (subject to Section 307) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption or
repayment, on the Redemption Date or Repayment Date, as the case may be) and to
institute suit for the enforcement of any such payment, and such right shall
not be impaired without the consent of such Holder.

Section 509. Restoration of Rights and Remedies. If the Trustee
or any Securityholder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, then and in every such case the Company, the Trustee
and the Securityholders 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 Securityholders shall
continue as though no such proceeding had been instituted.

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Section 510. Rights and Remedies Cumulative. No right or remedy
herein conferred upon or reserved to the Trustee or to the Securityholders 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 511. Delay or Omission Not Waiver. No delay or omission
of the Trustee or of any Holder of any Security to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Securityholders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Securityholders, as the case may be.

Section 512. Control by Securityholders. The Holders of a
majority in principal amount of the Outstanding 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 Securities of such series,
provided that

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

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

Section 513. Waiver of Past Defaults. The Holders of not less
than a majority in principal amount of the Outstanding Securities of any series
may on behalf of the Holders of all the Securities of such series waive any
past default hereunder with respect to such series and its consequences, except
a default not theretofore cured

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

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

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

Section 514. Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Trustee, to

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any suit instituted by any Securityholder, or group of Securityholders, holding
in the aggregate more than 10% in principal amount of the Outstanding
Securities of any series to which the suit relates, or to any suit instituted
by any Securityholder for the enforcement of the payment of the principal of
(or premium, if any) or interest on any Security on or after the respective
Stated Maturities expressed in such Security (or, in the case of redemption or
repayment, on or after the Redemption Date or Repayment Date, as the case may
be).

Section 515. 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 601. Certain Duties and Responsibilities. (a) Except
during the continuance of an Event of Default with respect to any series of
Securities,

(1) the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture with respect to
the Securities of such series, 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,
with respect to Securities of such series,

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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 provision hereof are specifically required to be furnished to the
Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this
Indenture.

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

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

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

(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 or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the
Outstanding Securities of any 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 with respect to the Securities of such series; and

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

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

Section 602. Notice of Defaults. Within 90 days after the
occurrence of any default hereunder with respect to Securities of any series,
the Trustee shall transmit by mail to all Securityholders of such series, as
their names and addresses appear in the Security Register, notice 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
Security of such series or in the payment of any sinking or purchase fund
installment or analogous obligation with respect to Securities of such series,
the Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the Securityholders of such
series; and provided, further, that in the case of any default of the character
specified in Section 501(5) with respect to Securities of such series no such
notice to Securityholders of such series shall be given until at least 30 days
after the occurrence thereof. For the purpose of this Section, the term
"default", with respect to Securities of any series, means any event which is,
or after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

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Section 603. Certain Rights of Trustee. Except as otherwise
provided in Section 601:

(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 or
other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

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

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

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

(e) the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction
of any of the Securityholders pursuant to this Indenture, unless such
Securityholders shall have furnished 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,

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debenture or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney;

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

(h) the Trustee shall not be charged with knowledge of any
default (as defined in Section 602) or Event of Default with respect to the
Securities of any series for which it is acting as Trustee unless either (1) a
Responsible Officer of the Trustee assigned to the Corporate Trust Department
of the Trustee (or any successor division or department of the Trustee) shall
have actual knowledge of such default or Event of Default or (2) written notice
of such default or Event of Default shall have been given to the Trustee by the
Company or any other obligor on such Securities or by any Holder of such
Securities; and

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

Section 604. Not Responsible for Recitals or Issuance of
Securities. The recitals contained herein and in the Securities, except the
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 Securities. The Trustee shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof.

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Section 605. May Hold Securities. The Trustee, any
Authenticating Agent, any Paying Agent, the Security Registrar or any other
agent of the Trustee, in its individual or any other capacity, may become the
owner or pledgee of Securities and, subject to Sections 608 and 613, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.

Section 606. Money Held in Trust. Subject to the provisions of
Section 1003 hereof, all moneys in any currency or composite currency received
by the Trustee shall, until used or applied as herein provided, be held in
trust for the purposes for which they were received, but need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed by the Trustee in writing with the Company.

Section 607. Compensation and Reimbursement. The Company agrees

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

(2) except as otherwise expressly provided herein, to reimburse
the Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any
provision of this Indenture (including the reasonable compensation and
the 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 for, and to hold it harmless
against, any loss, liability or expense 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, 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 the Trustee shall have a Lien prior to the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the payment of principal of (and premium, if any) or interest
on particular Securities.

When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 501(6) or (7), the
expenses and the compensation for the services are intended to constitute
expenses of administration under any bankruptcy law.

The Company's obligations under this Section 607 and any Lien
arising hereunder shall survive the resignation or removal of any Trustee, the
discharge of the Company's obligations pursuant to Article Four of this
Indenture and/or the termination of this Indenture.

Section 608. Disqualification; Conflicting Interests. The
Trustee for the Securities of any series issued hereunder shall be subject to
the provisions of Section 310(b) of the Trust Indenture Act during the period
of time provided for therein. In determining whether the Trustee has a
conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Securities of any series, there shall be excluded this
Indenture with respect to Securities of any particular series of Securities
other than that series. Nothing herein shall prevent the Trustee from filing
with the Commission the application referred to in the second to last paragraph
of Section 310(b) of the Trust Indenture Act.

Section 609. Corporate Trustee Required; Eligibility. There
shall at all times be a Trustee hereunder

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with respect to each series of Securities, which shall be either

(i) 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 and subject to supervision or
examination by Federal or State authority, or

(ii) a corporation or other Person organized and doing business
under the laws of a foreign government that is permitted to act as
Trustee pursuant to a rule, regulation or order of the Commission,
authorized under such laws to exercise corporate trust powers, and
subject to supervision or examination by authority of such foreign
government or a political subdivision thereof substantially equivalent
to supervision or examination applicable to United States institutional
trustees,

in either case having a combined capital and surplus of at least $50,000,000.
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
for the Securities of any series issued hereunder. If at any time the Trustee
with respect to any series of Securities shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect specified in Section 610.

Section 610. 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 611.

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(b) The Trustee may resign with respect to any series of
Securities at any time 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.

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

(d) If at any time:

(1) the Trustee shall fail to comply with Section 310(b) of the
Trust Indenture Act pursuant to Section 608 with respect to any series
of Securities after written request therefor by the Company or by any
Securityholder who has been a bona fide Holder of a Security of that
series for at least six months, unless the Trustee's duty to resign is
stayed in accordance with the provisions of Section 310(b) of the Trust
Indenture Act, or

(2) the Trustee shall cease to be eligible under Section 609 with
respect to any series of Securities and shall fail to resign after
written request therefor by the Company or by any such Securityholder,
or

(3) the Trustee shall become incapable of acting with respect to
any series of Securities, or

(4) the Trustee 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,

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then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, with respect to the series, or in the case of Clause (4), with respect
to all series, or (ii) subject to Section 514, any Securityholder who has been
a bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee with respect to the series, or, in the case of Clause (4),
with respect to all series.

(e) If the Trustee shall resign, be removed or become incapable
of acting with respect to any series of securities, or if a vacancy shall occur
in the office of the Trustee with respect to any series of Securities for any
cause, the Company, by a Board Resolution, shall promptly appoint a successor
Trustee for that series of Securities. If, within one year after such
resignation, removal or incapacity, or the occurrence of such vacancy, a
successor Trustee with respect to such series of Securities shall be appointed
by Act of the Holders of a majority in principal amount of the outstanding
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 such series and
supersede the successor Trustee appointed by the Company with respect to such
series. If no successor Trustee with respect to such series shall have been so
appointed by the Company or the Securityholders of such series and accepted
appointment in the manner hereinafter provided, subject to Section 514, any
Securityholder who has been a bona fide Holder of a Security of that series for
at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to such series.

(f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to any series and each appointment of a
successor Trustee with respect to any series by mailing written notice of such

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event by first-class mail, postage prepaid, to the Holders of Securities of
that series as their names and addresses appear in the Security Register. Each
notice shall include the name of the successor Trustee and the address of its
principal Corporate Trust Office.

Section 611. Acceptance of Appointment by Successor. Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to
the Company and to the predecessor Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the predecessor
Trustee shall become effective with respect to any series as to which it is
resigning or being removed as Trustee, and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the predecessor Trustee with respect to any such
series; but, on request of the Company or the successor Trustee, such
predecessor Trustee shall, upon payment of its reasonable charges, if any,
execute and deliver an instrument transferring to such successor Trustee all
the rights, powers and trusts of the predecessor Trustee, and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such predecessor Trustee hereunder with respect to all or any such
series, subject nevertheless to its Lien, if any, provided for in Section 607.
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.

In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
predecessor Trustee and each successor Trustee with respect to the Securities
of any applicable series shall execute and deliver an indenture supplemental
hereto which shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
predecessor Trustee with respect to the Securities of any series as to which
the predecessor Trustee is not being succeeded shall continue to be vested in
the predecessor Trustee, and shall

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add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be Trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee.

No successor Trustee with respect to any series of Securities
shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible with respect to that series
under this Article.

Section 612. 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 such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

Section 613. 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 a 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

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the Securities and the holders of other indenture securities (as defined in
Subsection (c) of this Section):

(1) an amount equal to any and all reduction 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
petition in bankruptcy had been filed by or against the Company 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 for
reorganization pursuant to the Federal Bankruptcy Act or applicable
State 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;

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(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

(D) to receive payment on any claim referred to in paragraph (B)
or (C) or 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 between the Trustee, the Securityholders and the holders of other
indenture securities in such manner that the Trustee, the Securityholders 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 Act or applicable State 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

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the Company of the funds and property in such special account and before
crediting to the respective claims of the Trustee and the Securityholders 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 Act or applicable State 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 Act or applicable State 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 between the Trustee and the Securityholders 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 Securityholders 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 claims, 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

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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;

(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
Securityholders 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 depository, 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

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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; or

(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 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 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 or bankers and payable upon demand.

(4) The term "self-liquidating paper" means any draft, ▇▇▇▇ of
exchange, acceptance or obligation which is made, drawn, negotiated or
incurred by the Company

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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, ▇▇▇▇ of exchange, acceptance or obligation.

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

Section 614. Appointment of Authenticating Agent. At any time
when any of the Securities remain Outstanding the Trustee, with the approval of
the Company, may appoint an Authenticating Agent or Agents with respect to one
or more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon original
issuance, exchange, registration of transfer or partial redemption thereof or
pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to act as an
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and, if other than the Company itself, subject to supervision or
examination by Federal or State authority. If such

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Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, 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 an Authenticating Agent may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and, if other than the Company, to the Company.
The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and, if other than
the Company, to the Company. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee, with the approval of the Company, may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve, as their names and addresses appear in the Security Register.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested

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with all the rights, powers and duties of its predecessor hereunder, with like
effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

The Trustee agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

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

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

Texas Commerce Bank National
Association, as Trustee

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

By:
-------------------------------
Authorized Agent

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ARTICLE SEVEN

Securityholders' Lists and Reports by
Trustee and Company

Section 701. Company To Furnish Trustee Names and Addresses of
Securityholders. The Company will furnish or cause to be furnished to the
Trustee

(1) semiannually, not more than 15 days after December 15 and
June 15 in each year in such form as the Trustee may reasonably require,
a list of the names and addresses of the Holders of Securities of each
series as of such December 15 and June 15, as applicable, and

(2) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a
list of similar form and content 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 Securities of a series, no such list need be furnished with
respect to such series of Securities.

Section 702. Preservation of Information; Communications to
Securityholders. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders of Securities
contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders of Securities received by
the Trustee in its capacity as Security Registrar, if so acting. The Trustee
may destroy any list furnished to it as provided in Section 701 upon receipt of
a new list so furnished.

(b) If three or more Holders of Securities of any series
(hereinafter referred to as "applicants") apply in writing to the Trustee, and
furnish to the Trustee reason-able proof that each such applicant has owned a
Security of

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such series 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 Securities of such series or with the Holders
of all Securities with respect to their rights under this Indenture or under
such 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 702(a), or

(ii) inform such applicants as to the approximate number of
Holders of Securities of such series or all 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 702(a), and as to the
approximate cost of mailing to such Securityholders the form of proxy or
other communication, if any, specified in such application.

If the Trustee shall elect not to afford such applicants access
to such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of a Security of such series or to all
Securityholders, as the case may be, whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with Section
702(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 Securities of such series or all Securityholders,
as the case may be, or would

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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 Securityholders of such series or all
Securityholders, as the case may be, 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 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 of Securities in
accordance with Section 702(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 702(b).

Section 703. Reports by Trustee. (a) The term "reporting date"
as used in this Section means May 15. Within 60 days after the reporting date
in each year, beginning in 1998, the Trustee shall transmit by mail to all
Securityholders, as their names and addresses appear in the Security Register,
a brief report dated as of such reporting date with respect to any of the
following events which may have occurred during the twelve months preceding the
date of such report (but if no such event has occurred within such period, no
report need be transmitted):

(1) any change to its eligibility under Section 609 and its
qualifications under Section 608;

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(2) the creation of or any material change to a relationship
specified in Section 310(b)(1) through Section 310(b)(10) of the Trust
Indenture Act;

(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 Securities of any 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 Securities of such series Outstanding 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 by any other obligor on
the Securities) 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
613(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 securities for which the Trustee so
acts and which the Trustee has not previously reported; and

(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 Securities, except action in respect of a
default, notice of which has been or is to be withheld by the Trustee in
accordance with Section 602.

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(b) The Trustee shall transmit by mail to all Securityholders,
as their names and addresses appear in the Security Register, 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 Securities of any 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 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 Securities Outstanding of such
series at such time, such report to be transmitted within 90 days after such
time.

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

Section 704. Reports by Company. The Company shall file with
the Trustee, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant to such Act;
provided that any such information, documents or reports required to be filed
with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission. The Company also shall comply with
the other provisions of Trust Indenture Act Section 314(a).

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ARTICLE EIGHT

Consolidation, Merger, Conveyance or Transfer

Section 801. Company May Consolidate, etc., only on Certain
Terms. The Company shall not merge or consolidate with or into or convey,
lease or transfer all or substantially all of its property to any Person,
unless:

(1) the corporation formed by such consolidation or into which
the Company is merged or the Person which acquires or leases all or
substantially all of the Company's property shall be organized and
existing under the laws of the United States of America or any State or
the District of Columbia, and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all of the Company's obligations under this
Indenture and the Securities issued hereunder on the same terms and
conditions; and

(2) immediately after giving effect to such transaction, no Event
of Default, and no event which, after notice or lapse of time, or both,
would become an Event of Default, shall have happened and be continuing.

Section 802. Successor Person Substituted. Upon any
consolidation or merger, or any conveyance, lease or transfer of all or
substantially all of the assets of the Company in accordance with Section 801,
the successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, lease or transfer is made shall succeed to,
assume the obligations of, and be substituted for, and may exercise every right
and power of, the Company under this Indenture with the same effect as if such
successor had been named as the Company herein. In the event of any such
conveyance, lease or transfer and the assumption of the obligations of the
Company, the Company as the predecessor shall be discharged from all
obligations and covenants under this Indenture and the Securities and may be
dissolved, wound up or liquidated at any time thereafter.

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ARTICLE NINE

Supplemental Indentures

Section 901. Supplemental Indentures Without Consent of
Securityholders. Without the consent of the Holders of any Securities, 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 or Person
to the Company, and the assumption by any such successor of the
covenants of the Company herein and in the Securities contained; or

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

(3) to cure any ambiguity, to correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to
make any other provisions with respect to matters or questions arising
under this Indenture; or

(4) to add to this Indenture such provisions as may be expressly
permitted by the TIA, excluding, however, the provisions referred to in
Section 316(a)(2) of the TIA as in effect at the date as of which this
instrument was executed or any corresponding provision in any similar
federal statute hereafter enacted; or

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(5) to establish any form of Security, as provided in Article Two
and to provide for the issuance of any series of Securities as provided
in Article Three and to set forth the terms thereof, and/or to add to
the rights of the Holders of the Securities of any series; or

(6) to evidence and provide for the acceptance of appointment by
another corporation as a successor Trustee hereunder with respect to one
or more series of 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 Section 611; or

(7) to add any additional Events of Default in respect of the
Securities of any or all series (and if such additional Events of
Default are to be in respect of less than all series of Securities,
stating that such Events of Default are expressly being included solely
for the benefit of one or more specified series); or

(8) to provide for the issuance of Securities in coupon as well
as fully registered form; or

(9) to secure the Securities of any series pursuant to Section
1007 or otherwise.

No supplemental indenture for the purposes identified in Clauses
(2), (3), (5) or (7) above may be entered into if to do so would adversely
affect the interest of the Holder of Securities of any series in any material
respect.

Section 902. Supplemental Indentures with Consent of
Securityholders. With the consent of the Holders of not less than a majority
in principal amount of the Outstanding Securities of each series affected by
such supplemental indenture or indentures, 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

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indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of the
Securities of each such series under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

(1) change the Maturity of the principal of, or the Stated
Maturity of any premium on, or any installment of interest on, any
Security, or reduce the principal amount thereof or the interest or any
premium thereon, or change the method of computing the amount of
principal thereof or interest thereon on any date or change any Place of
Payment where, or the coin or currency in which, any Security or any
premium or interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Maturity or
the Stated Maturity, as the case may be, thereof (or, in the case of
redemption or repayment, on or after the Redemption Date or the
Repayment Date, as the case may be), or alter the provisions of this
Indenture so as to affect adversely the terms, if any, of conversion of
any Securities into other securities; or

(2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for
any such supplemental indenture, or the consent of whose Holders is
required for any waiver of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences, provided
for in this Indenture; or

(3) modify any of the provisions of this Section, Section 513 or
Section 1009, 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 Security affected
thereby; or

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(4) impair or adversely affect the right of any Holder to
institute suit for the enforcement of any payment on, or with respect
to, the Securities of any series on or after the Stated Maturity of such
Securities (or in the case of redemption, on or after the Redemption
Date).

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

It shall not be necessary for any Act of Securityholders 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.

Section 903. 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 601) shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 904. Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this Article, this Indenture
shall be modified in accordance therewith, and such supplemental indenture
shall form a part of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and

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delivered hereunder shall be bound thereby to the extent provided therein.

Section 905. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the TIA as then in effect.

Section 906. Reference in Securities to Supplemental Indentures.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for
in such supplemental indenture. If the Company shall so determine, new
Securities 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 Securities.

ARTICLE TEN

Covenants

Section 1001. Payment of Principal, Premium and Interest. With
respect to each series of Securities, the Company will duly and punctually pay
the principal of (and premium, if any) and interest on such Securities in
accordance with their terms and this Indenture, and will duly comply with all
the other terms, agreements and conditions contained in, or made in the
Indenture for the benefit of, the Securities of such series.

Section 1002. Maintenance of Office or Agency. The Company will
maintain an office or agency in each Place of Payment where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer or exchange, where notices and demands to or upon the
Company in respect of the Securities and this Indenture may be served and where
any Securities

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with conversion privileges may be presented and surrendered for conversion.
The Company will give prompt written notice to the Trustee of the location, and
of any change in the location, of such office or agency. If at any time the
Company shall fail to maintain such 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,
and the Company hereby appoints the Trustee its agent to receive all such
presentations, surrenders, notices and demands.

Unless otherwise set forth in, or pursuant to, a Board Resolution
or indenture supplemental hereto with respect to a series of Securities, the
Company hereby initially designates as the Place of Payment for each series of
Securities, the Borough of Manhattan, the City and State of New York, and
initially appoints the Trustee at its Corporate Trust Office as the Company's
office or agency for each such purpose in such city.

Section 1003. Money for Security Payments To Be Held in Trust.
If the Company shall at any time act as its own Paying Agent for any series of
Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on, any of the 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 to act.

Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, on or prior to each due date of the principal of
(and premium, if any) or interest on, any Securities of such series, deposit
with a Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless 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 other than the Trustee
for any series of Securities 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) comply with the provisions of the Trust Indenture Act
applicable to it as Paying Agent;

(2) give the Trustee notice of any default by the Company (or any
other obligor upon the Securities of such series) in the making of any
payment of principal (and premium, if any) or interest on the 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 with respect to any series of
Securities 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 in respect of each and every series of Securities as to which it
seeks to discharge this Indenture or, if for any other purpose, all sums so
held in trust by the Company in respect of all Securities, 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.

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 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 on Company Request, or (if then held
by the Company) shall be

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discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Company as trustee thereof, shall
thereupon cease. The Trustee or such Paying Agent, before being required to
make any such repayment, may at the expense of the Company mail to the Holders
of the Securities as to which the money to be repaid was held in trust, as
their names and addresses appear in the Security Register, a notice that such
moneys remain unclaimed and that, after a date specified in the notice, which
shall not be less than 30 days from the date on which the notice was first
mailed to the Holders of the Securities as to which the money to be repaid was
held in trust, any unclaimed balance of such moneys then remaining will be paid
to the Company free of the trust formerly impressed upon it.

Section 1004. Statement as to Compliance. The Company will
deliver to the Trustee, within 120 days after the end of each fiscal year, a
written statement signed by the principal executive officer, principal
financial officer or principal accounting officer of the Company stating that

(1) a review of the activities of the Company during such year
and of performance under this Indenture and under the terms of the
Securities has been made under his supervision; and

(2) to the best of his knowledge, based on such review, the
Company has fulfilled all its obligations under this Indenture and has
complied with all conditions and covenants on its part contained in this
Indenture through such year, or, if there has been a default in the
fulfillment of any such obligation, covenant or condition, specifying
each such default known to him and the nature and status thereof.

For the purpose of this Section 1004, default and compliance
shall be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.

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Section 1005. Legal Existence. Subject to Article Eight the
Company will do or cause to be done all things necessary to preserve and keep
in full force and effect its legal existence.

Section 1006. Limitation on Subsidiary Debt and Preferred Stock.
The Company shall not permit any Subsidiary of the Company to Incur or suffer
to exist any Debt, except for Permitted Debt, or issue any Preferred Stock.

Section 1007. Limitation on Liens. The Company shall not, and
shall not permit any Subsidiary of the Company, to Incur any Lien on property
or assets of the Company or such Subsidiary, to secure Debt without making, or
causing such Subsidiary to make, effective provision for securing the
Securities (and, if required by its governing instruments, any other Debt of
the Company or of such Subsidiary that is not subordinate to the Securities)
equally and ratably with such Debt as to such property for so long as such Debt
will be so secured or, in the event such Debt is Debt of the Company which is
subordinate in right of payment to the Securities, prior to such Debt as to
such property for so long as such Debt will be secured; provided, however, that
nothing contained in this covenant shall prevent, restrict or apply to, and
there shall be excluded from secured Debt in any computation under this
Section, Liens existing on the date of this Indenture or Permitted Liens.

Section 1008. Limitation on Sale and Leaseback Transactions.
The Company shall not, and shall not permit any Subsidiary of the Company to,
enter into any Sale and Leaseback Transaction (except for a period not
exceeding three years) unless the Company or such Subsidiary would be entitled
to Incur a Lien to secure Debt by reason of the provisions described in clauses
(i) through (xiii) of the definition of Permitted Liens in an amount equal to
the Attributable Value of such Sale and Leaseback Transaction without equally
and ratably securing the Securities.

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Section 1009. Waiver of Certain Covenants. The Company may omit
in respect of any series of Securities, in any particular instance, to comply
with any covenant or condition set forth in Sections 1006, 1007 or 1008 or set
forth in a Board Resolution or supplemental indenture with respect to the
Securities of such series, unless otherwise specified in such Board Resolution
or supplemental indenture, if before or after the time for such compliance the
Holders of at least a majority in principal amount of the Securities at the
time Outstanding of such series shall, by Act of such Securityholders, either
waive such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect. Nothing in this Section 1009 shall permit the waiver of
compliance with any covenant or condition set forth in such Board Resolution or
supplemental indenture which, if in the form of an indenture supplemental
hereto, would not be permitted by Section 902 without the consent of the Holder
of each Outstanding Security affected thereby.

ARTICLE ELEVEN

Redemption of Securities

Section 1101. Applicability of Article. The Company may reserve
the right to redeem and pay before Stated Maturity all or any part of the
Securities of any series, either by optional redemption, sinking or purchase
fund or analogous obligation or otherwise, by provision therefor in the form of
Security for such series established and approved pursuant to Section 202 and
on such terms as are specified in such form or in the indenture supplemental
hereto with respect to Securities of such series as provided in Section 301.
Redemption of Securities of any series shall be made in accordance with the
terms of such Securities and, to the extent that this Article does not

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conflict with such terms, the succeeding Sections of this Article.
Notwithstanding anything to the contrary in this Indenture, except in the case
of redemption pursuant to a sinking fund, the Trustee shall not make any
payment in connection with the redemption of Securities until the close of
business on the Redemption Date.

Section 1102. Election To Redeem; Notice to Trustee. The
election of the Company to redeem any Securities redeemable at the election of
the Company shall be evidenced by, or pursuant to authority granted by, a Board
Resolution. In case of any redemption at the election of the Company of less
than all of the Securities of any series, the Company shall, at least 60 days
prior to 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 Securities of such series and the Tranche
(as defined in Section 1103) to be redeemed.

In the case of any redemption of Securities (i) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, or (ii) pursuant to an election of
the Company which is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition.

Section 1103. Selection by Trustee of Securities To Be Redeemed.
If less than all the Securities of like tenor and terms of any series (a
"Tranche") are to be redeemed, the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such Tranche not previously called for
redemption, by lot or by such other method as the Trustee shall deem fair and
appropriate and which may include provision for the selection for redemption of
portions of the principal of Securities of such Tranche of a denomination
larger than the minimum authorized denomination for Securities of that series.
Unless otherwise provided in the terms of a

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particular series of Securities, the portions of the principal of Securities so
selected for partial redemption shall be equal to the minimum authorized
denomination of the Securities of such series, or an integral multiple thereof,
and the principal amount which remains outstanding shall not be less than the
minimum authorized denomination for Securities of such series. If less than
all the Securities of unlike tenor and terms of a series are to be redeemed,
the particular Tranche of Securities to be redeemed shall be selected by the
Company.

If any convertible Security selected for partial redemption is
converted in part before the termination of the conversion right with respect
to the portion of the Security so selected, the converted portion of such
Security shall be deemed (so far as may be) to be the portion selected for
redemption.

Upon any redemption of fewer than all the Securities of a series
or Tranche, the Company and the Trustee may treat as Outstanding any Securities
surrendered for conversion during the period of fifteen days next preceding the
mailing of a notice of redemption, and need not treat as Outstanding any
Security authenticated and delivered during such period in exchange for the
unconverted portion of any Security converted in part during such period.

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

Securities shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in a
written statement signed by an authorized officer of the Company and delivered
to the Trustee at least 60 days prior to the Redemption Date as being owned of
record and beneficially by, and not pledged or hypothecated by either, (a) the
Company or (b) an entity specifically identified in such written statement as
being an Affiliate of the Company.

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

Section 1104. Notice of Redemption. Notice of redemption shall
be given by first-class mail, postage prepaid, mailed not less than 30 (or 15
if so provided in the Board Resolution establishing the relevant series) nor
more than 60 days prior to the Redemption Date, to each holder of Securities to
be redeemed, at his address appearing in the Security Register.

All notices of redemption shall state:

(1) the Redemption Date;

(2) the Redemption Price;

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

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

(5) the place where such Securities are to be surrendered for
payment of the Redemption Price, which shall be the office or agency of
the Company in the Place of Payment;

(6) that the redemption is on account of a sinking or purchase
fund, or other analogous obligation, if that be the case; and

(7) if such Securities are convertible into other securities, the
conversion price and the date on which

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the right to convert such Securities into other securities will
terminate.

Notice of redemption of Securities to be redeemed at the election
of the Company shall be given by the Company or, at the Company's request, by
the Trustee in the name and at the expense of the Company.

Section 1105. Deposit of Redemption Price. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money sufficient to pay the
Redemption Price of all the Securities which are to be redeemed on that date.
If any Security to be redeemed is converted into other securities, any money so
deposited with the Trustee or a Paying Agent shall be paid to the Company upon
Company Request or, if then so segregated and held in trust by the Company,
shall be discharged from such trust.

Section 1106. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified and from and after such date (unless the Company shall
default in the payment of the Redemption Price) such Securities shall cease to
bear interest and any rights to convert such Securities shall terminate. Upon
surrender of such Securities for redemption in accordance with the notice, such
Securities shall be paid by the Company at the Redemption Price. Unless
otherwise provided with respect to such Securities pursuant to Section 301,
installments of interest the Stated Maturity of which is on or prior to the
Redemption Date shall be payable to the Holders of such Securities registered
as such on the relevant Regular Record Dates according to their terms and the
provisions of Section 307.

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid, bear
interest from the Redemption Date at

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the rate borne by the Security, or as otherwise provided in such Security.

Section 1107. Securities Redeemed in Part. Any Security which
is to be redeemed only in part shall be surrendered at the office or agency of
the Company in the Place of Payment with respect to that series (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing) and the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of
the same series and Stated Maturity and of like tenor and terms, of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

Section 1108. Provisions with Respect to Any Sinking Funds.
Unless the form or terms of any series of Securities shall provide otherwise,
in lieu of making all or any part of any mandatory sinking fund payment with
respect to such series of Securities in cash, the Company may at its option (1)
deliver to the Trustee for cancelation any Securities of such series
theretofore acquired by the Company or converted by the Holder thereof into
other securities, or (2) receive credit for any Securities of such series (not
previously so credited) acquired by the Company (including by way of optional
redemption pursuant to the sinking fund or otherwise but not by way of
mandatory sinking fund redemption) or converted by the Holder thereof into
other securities and theretofore delivered to the Trustee for cancelation, and
if it does so then (i) Securities so delivered or credited shall be credited at
the applicable sinking fund Redemption Price with respect to Securities of such
series, and (ii) on or before the 60th day next preceding each sinking fund
Redemption Date with respect to such series of Securities, the Company will
deliver to the Trustee (A) an Officers' Certificate specifying the portions of
such sinking fund payment to be satisfied by payment of cash and by delivery or
credit of

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Securities of such series acquired by the Company or converted by the Holder
thereof, and (B) such Securities, to the extent not previously surrendered.
Such Officers' Certificate shall also state the basis for such credit and that
the Securities for which the Company elects to receive credit have not been
previously so credited and were not acquired by the Company through operation
of the mandatory sinking fund, if any, provided with respect to such Securities
and shall also state that no Event of Default with respect to Securities of
such series has occurred and is continuing. All Securities so delivered to the
Trustee shall be canceled by the Trustee and no Securities shall be
authenticated in lieu thereof.

If the sinking fund payment or payments (mandatory or optional)
with respect to any series of Securities made in cash plus any unused balance
of any preceding sinking fund payments with respect to Securities of such
series made in cash shall exceed $50,000 (or a lesser sum if the Company shall
so request), unless otherwise provided by the terms of such series of
Securities, that cash shall be applied by the Trustee on the sinking fund
Redemption Date with respect to Securities of such series next following the
date of such payment to the redemption of Securities of such series at the
applicable sinking fund Redemption Price with respect to Securities of such
series, together with accrued interest, if any, to the date fixed for
redemption, with the effect provided in Section 1106. The Trustee shall
select, in the manner provided in Section 1103, for redemption on such sinking
fund Redemption Date a sufficient principal amount of Securities of such series
to utilize that cash and shall thereupon cause notice of redemption of the
Securities of such series for the sinking fund to be given in the manner
provided in Section 1104 (and with the effect provided in Section 1106) for the
redemption of Securities in part at the option of the Company. Any sinking
fund moneys not so applied or allocated by the Trustee to the redemption of
Securities of such series shall be added to the next cash sinking fund payment
with respect to Securities of such series received by the Trustee and, together
with such payment, shall be applied in accordance with the provisions of this
Section 1108. Any and all sinking fund moneys with

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respect to Securities of any series held by the Trustee at the Maturity of
Securities of such series, and not held for the payment or redemption of
particular Securities of such series, shall be applied by the Trustee, together
with other moneys, if necessary, to be deposited sufficient for the purpose, to
the payment of the principal of the Securities of such series at Maturity.

On or before each sinking fund Redemption Date provided with
respect to Securities of any series, the Company shall pay to the Trustee in
cash a sum equal to all accrued interest, if any, to the date fixed for
redemption on Securities to be redeemed on such sinking fund Redemption Date
pursuant to this Section 1108.

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

TCA CABLE TV, INC.,

by
---------------------------------
Name:
Title:

Attest:

-----------------------------------
Name:
Title:

TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Trustee

by
---------------------------------
Name:
Title:

Attest:

-----------------------------------
Name:
Title:

▇▇▇

▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
) SS.:
COUNTY OF NEW YORK )

On this day of , before me personally came ,
to me known, who, being by me duly sworn, did depose and say that he resides
at ; that he is the of TCA Cable TV, Inc., one
of the corporations described in and which executed the foregoing Indenture;
that he knows the seal of said corporation; that the seal affixed to said
Indenture is such corporate seal; that it was so affixed by order of the Board
of Directors of said corporation; and that he signed his name thereto by like
order.

-------------------------------------
Notary Public

SEAL

STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )

On this day of , before me personally came ,
to me known, who, being by me duly sworn, did depose and say that she resides
at ; that she is the of , one of the
corporations described in and which executed the foregoing Indenture; that she
knows the seal of said corporation; that the seal affixed to said Indenture is
such corporate seal; that it was so affixed by order of the Board of Directors
of said corporation; and that she signed her name thereto by like order.

-------------------------------------
Notary Public

SEAL

and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of [ ], 1997

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