EXHIBIT 4.5.1

MAPCO INC.

to

THE FIRST NATIONAL BANK OF CHICAGO, Trustee

SENIOR INDENTURE

Dated as of February 25, 1997

Providing for Issuance of Debt Securities in Series

Reconciliation and tie between Senior Indenture, dated as of February 25, 1997 (the "Indenture") and the Trust Indenture Act of 1939, as amended.

Trust Indenture Act                                                            Indenture
of 1939 Section                                                                Section
      310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . .           6.10
         (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . .           6.10
         (a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA
         (a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . .           Not Applicable
         (a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA
         (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           6.8; 6.10;
                                                                                TIA

      311(a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA
         (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA

      312(a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           10.1
         (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA
         (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA

      313(a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           10.3; TIA
         (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA
         (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA
         (d)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA

      314(a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           10.4; 9.7; TIA
         (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           Not Applicable
         (c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . .           1.2
         (c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . .           1.2
         (c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . .           Not Applicable
         (d)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           Not Applicable
         (e)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA
         (f)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA

      315(a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           6.1
         (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           6.6
         (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           6.1
         (d)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA
         (d)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA
         (d)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA
         (e)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA

      316(a)(last sentence) . . . . . . . . . . . . . . . . . . . . .           1.1
         (a)(1)(A)  . . . . . . . . . . . . . . . . . . . . . . . . .           5.2; 5.8
         (a)(1)(B)  . . . . . . . . . . . . . . . . . . . . . . . . .           5.2; 5.7
         (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           5.9; 5.10

   (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1.4
317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . .           5.3
   (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . .           5.4
   (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           9.3

318(a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1.12
   (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA
   (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1.12; TIA

This reconciliation and tie section does not constitute part of the Indenture.

TABLE OF CONTENTS

                                                                                                                     Page

ARTICLE 1            Definitions and Other Provisions of General Application  . . . . . . . . . . . . . . . . . . . . . 1
         1.1.        Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         1.2.        Compliance Certificates and Opinions   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         1.3.        Form of Documents Delivered to Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         1.4.        Acts of Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         1.5.        Notices, etc., to Trustee and Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         1.6.        Notice to Holders; Waiver  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         1.7.        Headings and Table of Contents   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         1.8.        Successor and Assigns  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         1.9.        Separability   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         1.10.       Benefits of Indenture  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         1.11.       Incorporators, Stockholders, Officers and Directors of the Company Exempt from
                     Individual Liability   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         1.12.       Governing Law; Conflict with Trust Indenture Act   . . . . . . . . . . . . . . . . . . . . . . .  20
         1.13.       Legal Holidays   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         1.14.       Moneys of Different Currencies to Be Segregated  . . . . . . . . . . . . . . . . . . . . . . . .  21
         1.15.       Independence of Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         1.16.       Counterparts   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

ARTICLE 2            Security Forms   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         2.1.        Forms Generally  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         2.2.        Form of Trustee's Certificate of Authentication  . . . . . . . . . . . . . . . . . . . . . . . .  22
         2.3.        Securities in Global Form  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
         2.4.        Form of Legend for Securities in Global Form   . . . . . . . . . . . . . . . . . . . . . . . . .  24

ARTICLE 3            The Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         3.1.        Amount Unlimited; Issuable in Series   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         3.2.        Denominations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         3.3.        Execution, Authentication, Delivery and Dating   . . . . . . . . . . . . . . . . . . . . . . . .  29
         3.4.        Temporary Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         3.5.        Registration, Transfer and Exchange  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         3.6.        Replacement Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         3.7.        Payment of Interest; Interest Rights Preserved   . . . . . . . . . . . . . . . . . . . . . . . .  41
         3.8.        Persons Deemed Owners  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
         3.9.        Cancellation   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46

                                                                                                                     Page
                                                                                                                     ----
         3.10.       Computation of Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         3.11.       CUSIP Numbers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         3.12.       Currency and Manner of Payment in Respect of Securities  . . . . . . . . . . . . . . . . . . . .  47

ARTICLE 4            Satisfaction, Discharge and Defeasance   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         4.1.        Termination of Company's Obligations Under the Indenture   . . . . . . . . . . . . . . . . . . .  47
         4.2.        Application of Trust Funds   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         4.3.        Applicability of Defeasance Provisions; Company's Option to Effect Defeasance or Covenant
                     Defeasance   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         4.4.        Defeasance and Discharge   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         4.5.        Covenant Defeasance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         4.6.        Conditions to Defeasance or Covenant Defeasance  . . . . . . . . . . . . . . . . . . . . . . . .  51
         4.7.        Deposited Money and Government Obligations to Be Held in Trust   . . . . . . . . . . . . . . . .  53
         4.8.        Repayment to Company   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
         4.9.        Indemnity for Government Obligations   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
         4.10.       Reinstatement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54

ARTICLE 5            Defaults and Remedies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
         5.1.        Events of Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
         5.2.        Acceleration; Rescission and Annulment   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
         5.3.        Collection of Indebtedness and Suits for Enforcement by Trustee  . . . . . . . . . . . . . . . .  58
         5.4.        Trustee May File Proofs of Claim   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
         5.5.        Trustee May Enforce Claims Without Possession of Securities  . . . . . . . . . . . . . . . . . .  59
         5.6.        Delay or Omission Not Waiver   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         5.7.        Waiver of Past Defaults  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         5.8.        Control by Majority  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         5.9.        Limitation on Suits by Holders   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         5.10.       Rights of Holders to Receive Payment   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
         5.11.       Application of Money Collected   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
         5.12.       Restoration of Rights and Remedies   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
         5.13.       Rights and Remedies Cumulative   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
         5.14.       Undertaking for Costs  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
         5.15.       Waiver of Stay, Extension or Usury Laws  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63

ARTICLE 6            The Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
         6.1.        Certain Duties and Responsibilities of the Trustee   . . . . . . . . . . . . . . . . . . . . . .  64
         6.2.        Rights of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
         6.3.        Trustee May Hold Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
         6.4.        Money Held in Trust  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
         6.5.        Trustee's Disclaimer   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
         6.6.        Notice of Defaults   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66

                                                                                                                     Page
                                                                                                                     ----
         6.7.        Compensation and Indemnity   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
         6.8.        Replacement of Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
         6.9.        Acceptance of Appointment by Successor   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
         6.10.       Eligibility; Disqualification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
         6.11.       Merger, Conversion, Consolidation or Succession to Business  . . . . . . . . . . . . . . . . . .  71
         6.12.       Preferential Collection of Claims Against Company  . . . . . . . . . . . . . . . . . . . . . . .  72
         6.13.       Appointment of Authenticating Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72

ARTICLE 7            Consolidation, Merger or Sale by the Company   . . . . . . . . . . . . . . . . . . . . . . . . .  74
         7.1.        Consolidation, Merger or Sale of Assets Permitted  . . . . . . . . . . . . . . . . . . . . . . .  74

ARTICLE 8            Supplemental Indentures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
         8.1.        Supplemental Indentures Without Consent of Holders   . . . . . . . . . . . . . . . . . . . . . .  75
         8.2.        Supplemental Indentures With Consent of Holders  . . . . . . . . . . . . . . . . . . . . . . . .  77
         8.3.        Compliance with Trust Indenture    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
         8.4.        Execution of Supplemental Indentures.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
         8.5.        Effect of Supplemental Indentures.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
         8.6.        Reference in Securities to Supplemental Indentures.  . . . . . . . . . . . . . . . . . . . . . .  79
         8.7.        Notice of Supplemental Indentures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79

ARTICLE 9            Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
         9.1.        Payment of Principal, Premium, if any, and Interest  . . . . . . . . . . . . . . . . . . . . . .  80
         9.2.        Maintenance of Office or Agency  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
         9.3.        Money for Securities Payments to Be Held in Trust; Unclaimed Money   . . . . . . . . . . . . . .  82
         9.4.        Corporate Existence  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83
         9.5.        Limitations on Liens   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  84
         9.6.        Restrictions on Sale and Leaseback Transactions  . . . . . . . . . . . . . . . . . . . . . . . .  86
         9.7.        Annual Review Certificate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  87

ARTICLE 10           Holders' Lists and Reports by Trustee and Company  . . . . . . . . . . . . . . . . . . . . . . .  87
         10.1.       Company to Furnish Trustee Names and Addresses of Holders  . . . . . . . . . . . . . . . . . . .  87
         10.2.       Preservation of Information, Communications to Holders . . . . . . . . . . . . . . . . . . . . .  88
         10.3.       Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88
         10.4.       Reports by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88

ARTICLE 11           Redemption   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  89

                                                                                                                     Page
                                                                                                                     ----
         11.1.       Applicability of Article   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  89
         11.2.       Election to Redeem; Notice to Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  89
         11.3.       Selection of Securities to Be Redeemed.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  90
         11.4.       Notice of Redemption   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  91
         11.5.       Deposit of Redemption Price  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  92
         11.6.       Securities Payable on Redemption Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  92
         11.7.       Securities Redeemed in Part  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  94

ARTICLE 12           Sinking Funds  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  94
         12.1.       Applicability of Article   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  94
         12.2.       Satisfaction of Sinking Fund Payments with Securities  . . . . . . . . . . . . . . . . . . . . .  94
         12.3.       Redemption of Securities for Sinking Fund  . . . . . . . . . . . . . . . . . . . . . . . . . . .  95

ARTICLE 13           Meetings of Holders of Bearer Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . .  95
         13.1.       Purposes for Which Meetings May Be Called  . . . . . . . . . . . . . . . . . . . . . . . . . . .  95
         13.2.       Call, Notice and Place of Meetings   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  96
         13.3.       Persons Entitled to Vote at Meetings   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  96
         13.4.       Quorum; Action   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  97
         13.5.       Determination of Voting Rights; Conduct and Adjournment of Meetings  . . . . . . . . . . . . . .  98
         13.6.       Counting Votes and Recording Action of Meetings  . . . . . . . . . . . . . . . . . . . . . . . .  99

ARTICLE 14           Conversion or Exchange of Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
         14.1.       Applicability of Article   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
         14.2.       Exercise of Conversion or Exchange Privilege   . . . . . . . . . . . . . . . . . . . . . . . . . 100
         14.3.       No Fractional Equity Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
         14.4.       Adjustment of Conversion or Exchange Price; Consolidation or Merger  . . . . . . . . . . . . . . 103
         14.5.       Notice of Certain Corporate Actions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
         14.6.       Reservation of Equity Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
         14.7.       Payment of Certain Taxes Upon Conversion or Exchange   . . . . . . . . . . . . . . . . . . . . . 105
         14.8.       Duties of Trustee Regarding Conversion or Exchange   . . . . . . . . . . . . . . . . . . . . . . 106
         14.9.       Repayment of Certain Funds Upon Conversion or Exchange   . . . . . . . . . . . . . . . . . . . . 106

SENIOR INDENTURE (the "Indenture"), dated as of

February 25, 1997, between MAPCO INC., a Delaware corporation (the "Company"), and THE FIRST NATIONAL BANK OF CHICAGO, a national banking association, as Trustee (the "Trustee").

Recitals

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

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

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

ARTICLE 1

Definitions and Other Provisions
of General Application

Section 1.1. Definitions. (a) For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

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

(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as in effect in the United States of America from time to time; provided that when two or more principles are so

generally accepted, it shall mean that set of principles consistent with those in use by the Company; and

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

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

"Agent" means any Paying Agent or Registrar.

"Authenticating Agent" means any authenticating agent appointed by the Trustee pursuant to Section 6.13.

"Authorized Newspaper" means a newspaper of general circulation, in the official language of the country of publication or in the English language, customarily published on each Business Day whether or not published on Saturdays, Sundays or holidays. Whenever successive publications in an Authorized Newspaper are required hereunder they may be made (unless otherwise expressly provided herein) on the same or different days of the week and in the same or different Authorized Newspapers.

"Bearer Security" means any Security issued hereunder which is payable to bearer.

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

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

"Business Day", when used with respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities, means, unless otherwise specified with respect to any Securities pursuant to Section 3.1, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment or particular location are authorized or obligated by law, regulation or executive order to close.

"Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this Indenture 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 Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter means such successor.

"Company Order" and "Company Request" mean, respectively, a written order or request signed in the name of the Company by two Officers, one of whom must be the Chairman of the Board, the President, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, a Vice President, the Treasurer or the Secretary of the Company.

"consent", "waive" and "rescind", when used with respect to the consent, waiver or rescission of or by the Holders of a specified percentage in aggregate principal amount of Securities of any series issuable as Bearer Securities, shall mean any of (i) a favorable vote with respect to such consent, waiver or rescission, at any meeting of Holders of Securities of such series duly called and held in accordance with the provisions of Article 13, by the Holders of the applicable percentage in aggregate principal amount of such Securities specified in the third paragraph of Section 13.4; (ii) written consents, waivers or rescissions of or by the Holders of such specified percentage in aggregate principal amount of such Securities; and (iii) a combination of the favorable vote with respect to such consent, waiver or rescission, at any meeting of Holders of Securities of such series duly called and held in accordance with the provisions of Article 13, by the Holders

of less than the applicable percentage in aggregate principal amount of such Securities specified in the third paragraph of Section 13.4 and written consents, waivers or rescissions of other Holders of such Securities, where the sum of the percentage of such Holders so voting in favor and the percentage of such Holders signing such written consents, waivers or rescissions is equal to at least such specified percentage.

"Consolidated Net Tangible Assets" means the total amount of assets appearing in the consolidated balance sheet of the Company and its Subsidiaries (less applicable reserves for depreciation and other asset valuation reserves), after deducting therefrom (i) all current liabilities (excluding any current liabilities that are by their terms extendable or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed) and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the most recent consolidated balance sheet of the Company and its Subsidiaries and prepared in accordance with generally accepted accounting principles.

"Corporate Trust Office" means an office of the Trustee in New York, New York at which at any particular time its corporate trust business shall be administered, which office at the date hereof is located at 14 Wall Street, 8th Floor, Window 2, New York, New York 10005, Attention: Corporate Trust Administration.

"currency unit" for all purposes of this Indenture shall include any composite currency, including, without limitation, ECU.

"Debt" means, with respect to any Person, (i) every obligation of such Person for money borrowed; (ii) every obligation of such Person evidenced by bonds, debentures, promissory notes or other similar instruments, including obligations so evidenced that are incurred in connection with the acquisition of property, assets or businesses; (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; and (iv) every obligation of the type referred to in clauses (i) through (iii) of another Person the payment of which such Person has guaranteed or for which such Person is responsible, as obligor or otherwise;

provided that Debt shall not include accounts payable or liabilities to trade creditors of any entity.

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

"Depositary", when used with respect to the Securities of or within any series issuable or issued in whole or in part in global form, means the Person designated as Depositary by the Company pursuant to Section 3.1(b) until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter shall mean or include each Person which is then a Depositary hereunder, and if at any time there is more than one such Person, shall be a collective reference to such Persons.

"Dollar" means the currency of the United States as at the time of payment is legal tender for the payment of public and private debts.

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

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

"Exchange Rate Certificate" means a certificate, signed by a Responsible Officer of the Trustee, setting forth (i) the applicable Market Exchange Rate or the applicable bid quotation and (ii) the Dollar amount of principal (and premium, if any) and interest, if any (on an aggregate basis and on the basis of a Security having the lowest denomination principal amount in the relevant currency or currency unit), that would be payable with respect to a Security of the applicable series on the basis of such Market Exchange Rate or the applicable bid quotation.

"Foreign Currency" means any currency issued by the government of one or more countries other than the United States or by any recognized confederation or association of such governments.

"Funded Debt" means all Indebtedness (i) maturing one year or more from the date of the creation thereof, (ii) directly or indirectly renewable or extendible, at the

option of the debtor, by its terms or by the terms of any instrument or agreement relating thereto, to a date one year or more from the date of the creation thereof, (iii) under a revolving credit or similar agreement obligating the lender or lenders to extend credit over a period of one year or more or (iv) evidenced by commercial paper backed by such a revolving credit or similar agreement.

"Government Obligations" means securities which are (i) direct obligations of the United States or, if specified as contemplated by
Section 3.1, the government which issued the currency in which the Securities of a particular series are payable, for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States or, if specified as contemplated by Section 3.1, such government which issued the foreign currency in which the Securities of a particular series are payable, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States or such other government, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation evidenced by such depository receipt.

"Holder" means, with respect to a Bearer Security, a bearer thereof or of an interest coupon appertaining thereto and, with respect to a Registered Security, a Person in whose name a Security is registered on the Register.

"Indenture" means this Indenture as amended and restated hereby or as amended, waived or supplemented from time to time and shall include and incorporate by reference the forms and terms of particular series of Securities established as contemplated hereunder.

"Indexed Security" means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity may be more or less than the principal face amount thereof at original issuance.

"interest", when used with respect to an Original Issue Discount Security which by its terms bears interest only after maturity, means interest payable after maturity and, when used with respect to any other Security, means the interest payable thereon in accordance with its terms.

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

"Market Exchange Rate" means, unless otherwise specified with respect to any Securities pursuant to Section 3.1, (i) for a conversion of any currency unit into Dollars, the exchange rate between the relevant currency unit and Dollars calculated by the method specified pursuant to Section 3.1 for the Securities of the relevant series, and (ii) for a conversion of any Foreign Currency into Dollars, the applicable exchange rate between such Foreign Currency and Dollars set forth under the heading, "Currency Trading -- Exchange Rates" in the "Money & Investing" section of The Wall Street Journal (or in such other section of The Wall Street Journal in which foreign currency exchange rates may be regularly published from time to time) as of the most recent available date, in each case as determined by the Trustee. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, in the event of the unavailability of any of the exchange rates provided for in the foregoing clauses (i) and (ii), the Trustee shall use the average of the quotations from at least three major banks acceptable to the Company in The City of New York (which may include any such bank acting as Trustee under this Indenture), or such other quotations as the Trustee and the Company shall deem appropriate.

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

"Officer" means the Chairman of the Board, the President, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company.

"Officers' Certificate", when used with respect to the Company, means a certificate signed by two Officers, one

of whom must be the Chairman of the Board, the President, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, any Vice President, the Treasurer or the Secretary of the Company.

"Opinion of Counsel" means a written opinion, which may have qualifications customary for opinions of the type required and counsel delivering such opinion may rely on certificates of the Company or government or other officials customary for opinions of the type required, from the general counsel of the Company or other legal counsel who is reasonably acceptable to the Trustee. Such counsel may be an employee of or counsel to the Company.

"Original Issue Discount Security" means any Security which provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2.

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

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

(ii) Securities, or portions thereof, for whose payment or redemption money or Government Obligations (as provided for in
Section 4.6) in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities and any interest coupons appertaining thereto, provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provisions therefor satisfactory to the Trustee have been made;

(iii) Securities, except to the extent provided in Sections 4.4 and 4.5, with respect to which the Company has effected defeasance and/or covenant defeasance as provided in Article 4; and

(iv) Securities which have been replaced or paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser

in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, or whether sufficient funds are available for redemption or for any other purpose, and for the purpose of making the calculations required by Section 313 of the Trust Indenture Act, (w) the principal amount of any Original Issue Discount Securities that may be counted in making such determination or calculation and that shall be deemed to be Outstanding for such purpose shall be equal to the amount of principal thereof that would be (or shall have been declared to be) due and payable, at the time of such determination, upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, (x) the principal amount of any Security denominated in a Foreign Currency that may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to the Dollar equivalent, determined as of the date such Security is originally issued by the Company as set forth in an Exchange Rate Certificate, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent as of such date of original issuance of the amount determined as provided in clause (w) above) of such Security, (y) the principal amount of any Indexed Security that may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided with respect to such Security pursuant to Section 3.1, and (z) 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, except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

"Paying Agent" means any Person authorized by the Company to pay the principal of, premium, if any, interest, if any, and any other payments due on any Securities on behalf of the Company.

"Periodic Offering" means an offering of Securities of a series from time to time the specific terms of which Securities, including, without limitation, the rate or rates of interest or formula or formulae for determining the rate or rates of interest thereon, if any, the Maturity thereof, the redemption provisions, if any, and any other terms specified as contemplated by Section 3.1, with respect thereto, are to be determined by the Company upon the issuance of such Securities.

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

"Place of Payment", when used with respect to the Securities of or within any series, means the place or places where the principal of, premium, if any, interest and any other payments due on such Securities are payable as specified as contemplated by Sections 3.1 and 9.2.

"Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

"Principal Property" means (i) any interest in property located in the United States which is capable of producing natural gas liquids in paying quantities, (ii) any pipeline of an 8-inch diameter or larger located in the United States and (iii) any refining or manufacturing facility (including in each case, the equipment therein but excluding related transportation or marketing facilities) located within the United States, in each case whether owned on the date of this Indenture or thereafter acquired (other than any facility acquired after the date of this Indenture principally for the control or abatement of atmospheric pollutants or contaminants, or water, noise, odor or other pollution, or any facility financed from the proceeds of

pollution control or revenue bonds), which would be reflected on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with generally accepted accounting principles, excluding all such tangible property
(a) located outside the United States, (b) having a gross book value (without deduction of any applicable depreciation reserves) on the date as of which the determination is being made of less than 1% of Consolidated Net Tangible Assets or (c) which, in the opinion of the Board of Directors set forth in a Board Resolution, is not material to the Company and its consolidated Subsidiaries taken as a whole.

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

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

"Registered Security" means any Security issued hereunder and registered as to principal and interest in the Register.

"Regular Record Date" for the interest payable on any Interest Payment Date on the Securities of or within any series means the date specified for that purpose as contemplated by Section 3.1.

"Responsible Officer", when used with respect to the Trustee, shall mean any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, any trust officer or assistant trust officer, or any officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also shall mean, with respect to a particular corporate trust matter, any officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

"Restricted Subsidiary" means any Subsidiary which is incorporated under the laws of any State of the United States or of the District of Columbia, and which owns a Principal Property.

"Security" or "Securities" has the meaning stated in the first recital of this Indenture and more particularly

means a Security or Securities of the Company issued, authenticated and delivered under this Indenture.

"Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7.

"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 or in an interest coupon representing such installment of interest as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

"Subsidiary" of any Person means any Person of which at least a majority of the outstanding voting securities having ordinary voting power for the election of directors or other governing body, or other ownership interests ordinarily constituting a majority voting interest, is owned or controlled, directly or indirectly, by such Person or by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person.

"Trust Indenture Act" means the Trust Indenture Act of 1939 as amended and as in effect on the date of this Indenture, except as provided in Section 8.3; provided, however, that if the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

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

"United States" means, unless otherwise specified with respect to the Securities of any series as contemplated by Section 3.1, the United States of America (including the States thereof and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.

"U.S. Person" means, unless otherwise specified with respect to the Securities of any series as contemplated by Section 3.1, a citizen, national or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, or an estate or trust, the income of which is subject to United States federal income taxation regardless of its source.

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

(b) The following terms shall have the meanings specified in the Sections referred to opposite such term below:

        Term                        Section
"Act"                                1.4(a)
"Bankruptcy Law"                     5.1
"Common Stock"                      14.1(b)(i)
"covenant defeasance"                4.5
"Custodian"                          5.1
"Defaulted Interest"                 3.7(b)
"defeasance"                         4.4
"Equity Securities"                 14.1(b)
"Event of Default"                   5.1
"Indebtedness"                       9.5
"Lien"                               9.5
"NASDAQ"                            14.3
"Preferred Stock"                   14.1(b)(ii)
"Register"                           3.5
"Registrar"                          3.5
"Sale and Leaseback
   Transaction"                      9.6

Section 1.2. 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 such certificates and opinions as may be required under the Trust Indenture Act (including Section 314(c) of the Trust Indenture Act). Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by an officer or officers of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply

with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 2.3, the last paragraph of Section 3.3 and Section 9.7) shall include:

(1) a statement that each individual signing such certificate or opinion has read such condition or covenant 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 or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such condition or covenant has been complied with; and

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

Section 1.3. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

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

sentations 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 officer or counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations as to such matters are erroneous.

Any certificate, statement or opinion of an officer of the Company or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Company, unless such officer or counsel, as the case may be, knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the accounting matters upon which his certificate, statement or opinion is based are erroneous.

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

Section 1.4. Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed (either physically or by means of a facsimile or an electronic transmission, provided, in the case of an electronic transmission, that it is transmitted through the facilities of a Depositary) by such Holders in person or by agent or proxy duly appointed in writing. If Securities of a series are issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Securities of such series may, alternatively, be embodied in and evidenced by the record of Holders of Securities of such series voting in favor thereof pursuant to the third paragraph of Section 13.4, either in person or by proxies duly appointed in writing, at any meeting of Holders of Securities of such series duly called and held in accordance with the provisions of Article 13, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are received by, or delivered (either physically or by means of a facsimile or an electronic transmission, provided, in the case of a facsimile transmisstion that receipt thereof is confirmed, and, in the case of an elec-

tronic transmission, that it is transmitted through the facilities of a Depositary) to, the Trustee and, where it is hereby expressly required, by or to the Company. Such instrument or instruments and record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments or, in the case of Holders of Securities of a series issuable as Bearer Securities, so voting at such meeting. The Company and the Trustee may assume that any Act of a Holder has not been modified or revoked unless written notice to the contrary is received prior to the time that the action to which such Act relates has become effective. 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 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. The record of any meeting of Holders of Securities issuable as Bearer Securities shall be proved in the manner provided in Section 13.6.

(b) The fact and date of the execution by any Person of any such instrument or writing and the authority of the Person executing the same may be proved in any manner which the Trustee deems sufficient.

(c) The ownership of Bearer Securities may be proved by the production of such Bearer Securities or by a certificate executed by any trust company, bank, banker or other depository, wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such trust company, bank, banker or other depository, or exhibited to it, the Bearer Securities therein described; or such facts may be proved by the certificate or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Company may assume that such ownership of any Bearer Security continues until (i) another such certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, (ii) such Bearer Security is produced to the Trustee by some other Person, (iii) such Bearer Security is surrendered in exchange for a Registered Security or (iv) such Bearer Security is no longer Outstanding. The ownership of Bearer Securities may also be proved in any other manner which the Trustee deems sufficient.

(d) The ownership of Registered Securities shall be proved by the Register.

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

(f) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders of Registered Securities entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Notwithstanding Section 316(c) of the Trust Indenture Act, any such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not more than 30 days prior to the first solicitation of Holders generally in connection therewith and no later than the date such first solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of Registered Securities of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such 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.

Without limiting the foregoing, a Holder entitled to give or take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents, each of which may do so pursuant to

such appointment with regard to all or any part of the principal amount of such Security to which such appointment relates.

Section 1.5. Notices, etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided, including, without limitation, as provided in
Section 1.4(a)) if in writing and mailed, first-class postage prepaid, to the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration, or

(2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided, including, without limitation, as provided in
Section 1.4(a)) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at 1800 South Baltimore Avenue, Tulsa, Oklahoma 74119, Attention: Secretary, or at any other address previously furnished in writing to the Trustee by the Company.

Section 1.6. Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, (i) if any of the Securities affected by such event are Registered Securities, such notice to the Holders thereof shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his or her address as it appears in the Register, within the time prescribed for the giving of such notice, and (ii) if any of the Securities affected by such event are Bearer Securities, notice to the Holders thereof shall be sufficiently given (unless otherwise herein or in the terms of such Bearer Securities expressly provided) if published once in an Authorized Newspaper in New York, New York, and in such other city or cities, if any, as may be specified as contemplated by Section 3.1. Such notices shall be deemed to have been given on the date of such mailing or publication.

In any case where notice to Holders is given by mail or by publication, neither the failure to mail or

publish such notice, nor any defect in any notice so mailed or published, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders of Registered Securities or of Bearer Securities. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice.

If by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice as provided above, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. If it is impossible or, in the opinion of the Trustee, impracticable to give any notice by publication in the manner herein required, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice.

Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication.

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

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

Section 1.7. Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.8. Successor and Assigns. All covenants and agreements in this Indenture by the Company shall

bind its successors and assigns, whether so expressed or not.

Section 1.9. Separability. In case any provision of this Indenture or 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 1.10. Benefits of Indenture. Nothing in this Indenture or in the Securities, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 1.11. Incorporators, Stockholders, Officers and Directors of the Company Exempt from Individual Liability. No recourse under or upon any obligation, covenant or agreement of or contained in this Indenture or of or contained in any Security or interest coupon appertaining thereto, or for any claim based thereon or otherwise in respect thereof, or because of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor Person, either directly or through the Company or any successor Person, whether by virtue of any constitution, statute or rule of law, by the enforcement of any assessment or penalty, by any legal or equitable proceeding or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of the acceptance of, and as a part of the consideration for the execution of this Indenture and the issuance of, the Securities and any interest coupons appertaining thereto.

Section 1.12. Governing Law; Conflict with Trust Indenture Act. THIS INDENTURE, THE SECURITIES AND ANY INTEREST COUPONS APPERTAINING THERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Indenture is subject to the Trust Indenture Act and if any provision hereof limits, qualifies or conflicts with the Trust Indenture Act, the Trust Indenture Act shall control. Whether or not this Indenture is required to be qualified under the Trust Indenture Act, the provisions of the Trust Indenture Act required to be included in an indenture in order for such indenture to be so qualified shall be deemed to be included in this Indenture with the same effect as if such provisions were set forth herein and

any provisions hereof which may not be included in an indenture which is so qualified shall be deemed to be deleted or modified to the extent such provisions would be required to be deleted or modified in an indenture so qualified.

Section 1.13. Legal Holidays. In any case where any Interest Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of any Security or interest coupon other than a provision in the Securities of any series which specifically states that such provision shall apply in lieu of this Section), payment of principal, premium, if any, or interest need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on such date; provided that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the case may be, if such amount is so paid on the next succeeding Business Day.

Section 1.14. Moneys of Different Currencies to Be Segregated. The Trustee shall segregate all moneys, funds and accounts held by the Trustee hereunder in one currency from any moneys, funds and accounts held by the Trustee hereunder in one currency from any moneys, funds or accounts in any other currencies, notwithstanding any provision herein which would otherwise permit the Trustee to commingle such amounts.

Section 1.15. Independence of Covenants. All covenants and agreements in this Indenture shall be given independent effect so that if a particular action or condition is not permitted by any such covenant, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

Section 1.16. Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

ARTICLE 2

Security Forms

Section 2.1. Forms Generally. The Securities of each series and the interest coupons, if any, to be attached thereto shall be in substantially such form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any applicable securities exchange, organizational document, governing instrument or law or as may, consistently herewith, be determined by the officers executing such Securities and interest coupons, if any, as evidenced by their execution of the Securities and interest coupons, if any. If temporary Securities of any series are issued as permitted by Section 3.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and interest coupons, if any, of any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or interest coupons, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities.

Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attached.

The definitive Securities and interest coupons, if any, may be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner (or, if such Securities are listed on any securities exchange, any other manner permitted by the rules of such securities exchange), all as determined by the officers executing such Securities and interest coupons, if any, as evidenced by their execution of such Securities and interest coupons, if any.

Section 2.2. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the following form:

This is one of the Securities of the series described in the within-mentioned Indenture.

THE FIRST NATIONAL BANK OF CHICAGO,
  as Trustee


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

Section 2.3. Securities in Global Form. If Securities of or within a series are issuable in whole or in part in global form, any such Security may provide that it shall represent the aggregate or specified amount of Outstanding Securities from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby, shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 3.3 or 3.4. Subject to the provisions of Section 3.3, Section 3.4, if applicable, and Section 3.5, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 1.2 hereof and need not be accompanied by an Officers' Certificate or an Opinion of Counsel.

The provisions of the last paragraph of Section 3.3 shall apply to any Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 1.2 hereof and need not be accompanied by an Officers' Certificate or an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last paragraph of Section 3.3.

Section 2.4. Form of Legend for Securities in Global Form. Any Security in global form authenticated and delivered hereunder shall bear a legend in substantially the following form or in such other form as may be specified in accordance with Section 3.1:

"THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY."

ARTICLE 3

The Securities

Section 3.1. Amount Unlimited; Issuable in Series. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued from time to time in one or more series.

(b) The following matters shall be established with respect to each series of Securities issued hereunder (i) by a Board Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to
Section 3.3) set forth, or determined in the manner provided, in an Officers' Certificate or (iii) in one or more indentures supplemental hereto:

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

(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (which limit shall not pertain to Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 8.6 or 11.7 or any Securities that, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);

(3) the date or dates on which the principal of and premium, if any, on the Securities of the series is payable or the method or methods of determination thereof;

(4) the rate or rates at which the Securities of the series shall bear interest, if any, or the method or methods of calculating such rate or rates of interest, the date or dates from which such interest shall accrue or the method or methods by which such date or dates shall be determined, the Interest Payment Dates on which any such interest shall be payable, the right, if any, of the Company to defer or extend an Interest Payment Date and, with respect to Registered Securities, the Regular Record Date, if any, for the interest payable on any Registered Security on any Interest Payment Date, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months;

(5) the place or places where the principal of, premium, if any, and interest, if any, on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices and demands to or upon the Company in respect of the Securities of the series and this Indenture may be served and where notices to Holders pursuant to Section 1.6 will be published;

(6) the period or periods within which, the price or prices at which, the currency or currencies (including currency unit or units) in which, and the other terms and conditions upon which, Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than as provided in Section 11.3, the manner in which the particular Securities of such series (if less than all Securities

of such series are to be redeemed) are to be selected for redemption;

(7) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or upon the happening of a specified event or at the option of a Holder thereof and the period or periods within which, the price or prices at which, the currency or currencies (including currency unit or units) in which, and the other terms and conditions upon which, Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(8) if other than denominations of $1,000 and any integral multiple thereof, if Registered Securities, and if other than denominations of $5,000 and any integral multiple thereof, if Bearer Securities, the denominations in which Securities of the series shall be issuable;

(9) if other than Dollars, the currency or currencies (including currency unit or units) in which the principal of, premium, if any, and interest, if any, on the Securities of the series shall be payable, or in which the Securities of the series shall be denominated, and the particular provisions applicable thereto in accordance with, in addition to, or in lieu of the provisions of
Section 3.12;

(10) if the payments of principal of, premium, if any, or interest, if any, on the Securities of the series are to be made, at the election of the Company or a Holder, in a currency or currencies (including currency unit or units) other than that in which such Securities are denominated or designated to be payable, the currency or currencies (including currency unit or units) in which such payments are to be made, the terms and conditions of such payments and the manner in which the exchange rate with respect to such payments shall be determined, and the particular provisions applicable thereto in lieu of the provisions of Section 3.12;

(11) if the amount of payments of principal of, premium, if any, and interest, if any, on the Securities of the series shall be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on a currency or currencies (including currency unit

or units) other than that in which the Securities of the series are denominated or designated to be payable), the index, formula or other method by which such amounts shall be determined and any special voting or defeasance provisions in connection therewith;

(12) if other than the principal amount thereof, the portion of the principal amount of such Securities of the series which shall be payable upon declaration of acceleration thereof pursuant to
Section 5.2 or the method by which such portion shall be determined;

(13) if other than as provided in Section 3.7, the Person to whom any interest on any Registered Security of the series shall be payable and the manner in which, or the Person to whom, any interest on any Bearer Securities of the series shall be payable;

(14) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;

(15) any deletions from, modifications of or additions to the Events of Default set forth in Section 5.1 or covenants of the Company set forth in Article 9 pertaining to the Securities of the series;

(16) under what circumstances, if any, and with what procedures and documentation the Company will pay additional amounts on the Securities and interest coupons, if any, of that series held by a Person who is not a U.S. Person (including any modification of the definition of such term) in respect of taxes, assessments or similar charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such option);

(17) whether Securities of the series shall be issuable as Registered Securities or Bearer Securities (with or without interest coupons), or both, and any restrictions applicable to the offering, sale, transfer or delivery of Bearer Securities and, if other than as provided in Section 3.5, the terms upon which Bearer Securities of a series may be exchanged for Registered Securities of the same series and vice versa;

(18) the date as of which any Bearer Securities of the series and any temporary global Security repre-

senting Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued;

(19) the forms of the Securities and interest coupons, if any, of the series;

(20) the applicability, if any, of Sections 4.4 and 4.5 to the Securities and interest coupons, if any, of or within the series, or such other means of defeasance or covenant defeasance as may be specified for the Securities and interest coupons, if any, of such series, and whether, for the purpose of such defeasance or covenant defeasance, the term "Government Obligations" shall include obligations referred to in the definition of such term which are not obligations of the United States or an agency or instrumentality of the United States;

(21) if other than the Trustee, the identity of the Registrar and any Paying Agent;

(22) if the Securities of the series shall be issued in whole or in part in global form, (i) the Depositary for such global Securities, (ii) whether beneficial owners of interests in any Securities of the series in global form may exchange such interests for certificated Securities of such series, to be registered in the names of or to be held by such beneficial owners or their nominees and to be of like tenor of any authorized form and denomination, and (iii) if other than as provided in Section 3.5, the circumstances under which any such exchange may occur;

(23) the designation of the Depositary;

(24) any restrictions on the registration, transfer or exchange of the Securities;

(25) if the Securities of the series may be issued or delivered (whether upon original issuance or upon exchange of a temporary Security of such series or otherwise), or any installment of principal or interest is payable, only upon receipt of certain certificates or other documents or satisfaction of other conditions in addition to those specified in this Indenture, the form and terms of such certificates, documents or conditions;

(26) the terms and conditions of any right to convert or exchange Securities of the series into or for Equity Securities of the Company or other securities or property of the Company; and

(27) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture) including any terms which may be required by or advisable under United States laws or regulations or advisable (as determined by the Company) in connection with the marketing of Securities of the series.

(c) All Securities of any one series and interest coupons, if any, appertaining thereto shall be substantially identical except as to denomination and except as may otherwise be provided (i) by a Board Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to
Section 3.3) set forth, or determined in the manner provided, in the related Officers' Certificate or (iii) in an indenture supplemental hereto. All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for issuances of additional Securities of such series.

(d) If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of such Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth, or providing the manner for determining, the terms of the Securities of such series, and an appropriate record of any action taken pursuant thereto in connection with the issuance of any Securities of such series shall be delivered to the Trustee prior to the authentication and delivery thereof.

Section 3.2. Denominations. Unless otherwise provided as contemplated by Section 3.1, any Registered Securities of a series denominated in Dollars shall be issuable in denominations of $1,000 and any integral multiple thereof and any Bearer Securities of a series denominated in Dollars shall be issuable in the denomination of $5,000 and any integral multiple thereof. Securities denominated in a Foreign Currency shall be issuable in such denominations as are established with respect to such Securities in or pursuant to this Indenture.

Section 3.3. Execution, Authentication, Delivery and Dating. Securities shall be executed on behalf of the Company by the Chairman of the Board, the President, the Chief Executive Officer, the

Chief Operating Officer, the Chief Financial Officer or any Vice President of the Company, and need not be attested. The Company's seal shall be reproduced on the Securities. The signatures of any of these officers on the Securities may be manual or facsimile. The interest coupons, if any, of Bearer Securities shall bear the facsimile signature of the Chairman of the Board, the President, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer or any Vice President of the Company, and need not be attested.

Securities and interest coupons bearing the manual or facsimile signatures of individuals who were at any time Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to be Officers prior to the authentication and delivery of such Securities or were not Officers at the date of such Securities.

At any time and from time to time, the Company may deliver Securities, together with any interest coupons appertaining thereto, of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities to or upon the order of the Company (as set forth in such Company Order); provided, however, that, in the case of Securities of a series offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series.

If the form or terms of the Securities of a series have been established by or pursuant to one or more Board Resolutions or one or more indentures supplemental hereto as permitted by Sections 2.1 and 3.1, in authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to section 315(a) through (d) of the Trust Indenture Act) shall be fully protected in relying upon,

(i) an Opinion of Counsel stating:

(1) if the form or forms of such Securities and any interest coupons have been established by or pursuant to a Board Resolution as permitted by Section 2.1, that such forms have been established in conformity with the provisions of this Indenture;

(2) if the terms of such Securities and any interest coupons have been, or, in the case of Securities of a series offered in a Periodic Offering, will be, established by or pursuant to a Board Resolution as permitted by Section 3.1, that such terms have been, or, in the case of Securities of a series offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture, subject, in the case of Securities offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel;

(3) if the form or terms of such Securities have been established in an indenture supplemental hereto, that such supplemental indenture has been duly authorized, executed and delivered by the Company and, when duly authorized, executed and delivered by the Trustee, will constitute a legal, valid and binding obligation enforceable against the Company in accordance with its terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and (ii) such other reasonable exceptions as may be specified in such Opinion of Counsel; and

(4) that such Securities, together with any interest coupons appertaining thereto, when issued by the Company and authenticated and delivered by the Trustee in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles (regardless of whether enforcement is sought in a proceeding in equity or at law) and except further as enforcement thereof may be limited by (A) requirements that a claim with respect to any Securities denominated other than in Dollars (or

a Foreign Currency or currency unit judgment in respect of such claim) be converted into Dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (B) governmental authority to limit, delay or prohibit the making of payments in Foreign Currencies or currency units or payments outside the United States, and (ii) such other reasonable exceptions as may be specified in such Opinion of Counsel; and

(ii) an Officers' Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with and that, to the knowledge of the signers of such certificate, no Event of Default with respect to such Securities shall have occurred and be continuing.

Notwithstanding that such form or terms have been so established, the Trustee shall have the right to decline to authenticate such Securities if, in the opinion of the Trustee (after consultation with counsel), the issue of such Securities pursuant to this Indenture will materially adversely affect the Trustee's own rights, duties or immunities under this Indenture or otherwise or if the Trustee determines that such authentication may not lawfully be made.

Notwithstanding the provisions of Section 3.1 and of the two preceding paragraphs, if all of the Securities of any series are not to be issued at one time, it shall not be necessary to deliver the Officers' Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to the two preceding paragraphs in connection with the authentication of each Security of such series if such documents, with appropriate modifications to cover such future issuances, are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in connection with the first authentication of Securities of such series.

If the Company shall establish pursuant to Section 3.1 that the Securities of a series are to be issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one or more Securities in global form that (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 Security or Securities in global form, (ii) shall be registered, if a Registered Security, in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instruction and (iv) shall bear the legend set forth in Section 2.4.

Each Depositary designated pursuant to Section 3.1 for a Registered Security in global form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. If requested by the Company, the Trustee shall enter into an agreement with a Depositary governing the respective duties and rights of such Depositary and the Trustee with regard to Securities issued in global form.

Each Registered Security shall be dated the date of its authentication and each Bearer Security shall be dated as of the date specified pursuant to Section 3.1.

No Security or interest coupon appertaining thereto shall be entitled to any benefits under this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of one of the authorized signatories of the Trustee or an Authenticating Agent and no interest coupon shall be valid until the Security to which it appertains has been so authenticated. Such signature upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture and is entitled to the benefits of this Indenture. Except as permitted by Section 3.6 or 3.7, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant interest coupons for interest then matured have been detached and cancelled.

Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9 together with a written statement (which need not comply with Section 1.2 hereof and need not be accompanied by an Officers' Certificate or an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture.

Section 3.4. Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute and, upon Company Order, the Trustee shall authenticate and deliver temporary Securities of such series which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor and form, with or without interest coupons, 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 conclusively evidenced by their execution of such Securities and interest coupons, if any. In the case of Securities of any series, such temporary Securities may be in global form, representing all or a portion of the Outstanding Securities of such series.

Except in the case of temporary Securities in global form, each of which shall be exchanged in accordance with the provisions thereof, if temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company pursuant to Section 9.2 in a Place of Payment for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series (accompanied by any unmatured interest coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenor; provided, however, that no definitive Bearer Security shall be delivered in exchange

for a temporary Registered Security; and provided, further, that no definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security unless such delivery shall occur only outside the United States. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series except as otherwise specified as contemplated by Section 3.1.

Section 3.5. Registration, Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company in accordance with
Section 9.2 in a Place of Payment a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfers of Registered Securities. The Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Trustee is hereby initially appointed "Registrar" for the purpose of registering Registered Securities and transfers of Registered Securities as herein provided.

Upon surrender for registration of transfer of any Registered Security of any series at the office or agency maintained pursuant to Section 9.2 in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor and containing identical terms and provisions.

Bearer Securities (except for any temporary global Bearer Securities) or any interest coupons appertaining thereto (except for interest coupons attached to any temporary global Bearer Security) shall be transferable by delivery.

At the option of the Holder, Registered Securities of any series (except a Registered Security in global form) may be exchanged for other Registered Securities of the same series, of any authorized denominations, of a like aggregate principal amount and tenor and containing identical terms and provisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate

and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities may not be issued in exchange for Registered Securities.

Unless otherwise specified as contemplated by Section 3.1, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations, of like aggregate principal amount and tenor and containing identical terms and conditions, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured interest coupons and all matured interest coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured interest coupon or coupons or matured interest coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing interest coupon or coupons, or the surrender of such missing interest coupon or interest coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing interest coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 9.2, interest represented by interest coupons shall be payable only upon presentation and surrender of those interest coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case any Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the interest coupon relating to such Interest Payment Date or proposed date of payment, as the case may be (or, if such interest coupon is so sur-

rendered with such Bearer Security, such interest coupon shall be returned to the Person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such interest coupon, when due in accordance with the provisions of this Indenture.

Notwithstanding anything herein to the contrary, the exchange of Bearer Securities for Registered Securities shall be subject to applicable laws and regulations in effect at the time of exchange. Neither the Company, the Trustee nor the Registrar shall exchange any Bearer Securities for Registered Securities if it has received an Opinion of Counsel that as a result of such exchange the Company would suffer adverse consequences under the United States Federal income tax laws and regulations then in effect and the Company has delivered to the Trustee a Company Order directing the Trustee not to make such exchanges thereafter, unless and until the Trustee receives a subsequent Company Order to the contrary. The Company shall deliver copies of such Company Order to the Registrar.

Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in certificated form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.

If at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.3, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company prior to the resignation of the Depositary and, in any event, within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's designation of the Depositary pursuant to Section 3.1(b)(23) shall no longer be effective

with respect to the Securities of such series and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form.

The Company may at any time in its sole discretion determine that Securities issued in global form shall no longer be represented by such a Security or Securities in global form. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form.

If specified by the Company pursuant to Section 3.1 with respect to a series of Securities, the Depositary for such series may surrender a Security in global form of such series in exchange in whole or in part for Securities of such series in certificated form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

(i) to each Person specified by such Depositary a new certificated Security or Securities of the same series of like tenor, of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Security in global form; and

(ii) to such Depositary a new Security in global form of like tenor in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in global form and the aggregate principal amount of certificated Securities delivered to Holders thereof.

Upon the exchange of a Security in global form for Securities in certificated form, such Security in global

form shall be cancelled by the Trustee. Unless expressly provided with respect to the Securities of any series that such Security may be exchanged for Bearer Securities, Securities in certificated form issued in exchange for a Security in global form pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered.

Whenever any Securities are surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or upon any 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 Securities surrendered upon such registration of transfer or exchange.

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

No service charge shall be made for any registration of transfer or for any exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration or transfer or exchange of Securities, other than exchanges pursuant to Section 3.4 or 11.7 not involving any transfer.

The Company shall not be required (i) to issue, register the transfer of, or exchange any Securities for a period beginning at the opening of business 15 days before any selection for redemption of Securities of like tenor and of the series of which such Security is a part and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of Securities of like tenor and of such series to be redeemed; (ii) to register the transfer of or

exchange any Registered Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part; or
(iii) to exchange any Bearer Security so selected for redemption, except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided that such Registered Security shall be simultaneously surrendered for redemption.

The foregoing provisions relating to registration, transfer and exchange may be modified, supplemented or superseded with respect to any series of Securities by a Board Resolution or in one or more indentures supplemental hereto.

Section 3.6. Replacement Securities. If a mutilated Security or a Security with a mutilated interest coupon appertaining to it is surrendered to the Trustee, together with, in proper cases, such security or indemnity as may be required by the Company or the Trustee to save each of them harmless, the Company shall execute and the Trustee shall authenticate and deliver a replacement Registered Security, if such surrendered Security was a Registered Security, or a replacement Bearer Security with interest coupons corresponding to the interest coupons appertaining to the surrendered Security, if such surrendered Security was a Bearer Security, of the same series and date of maturity.

If there shall be delivered to the Company and the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any Security or Security with a destroyed, lost or stolen interest coupon and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security or interest coupon has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver in lieu of any such destroyed, lost or stolen Security or in exchange for the Security to which a destroyed, lost or stolen interest coupon appertains (with all appurtenant interest coupons not destroyed, lost or stolen), a replacement Registered Security, if such Holder's claim appertains to a Registered Security, or a replacement Bearer Security with interest coupons corresponding to the interest coupons appertaining to the destroyed, lost or stolen Bearer Security or the Bearer Security to which such lost, destroyed or stolen interest coupon appertains, if such Holder's claim appertains to a Bearer Security, of the same series and principal

amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding with interest coupons corresponding to the interest coupons, if any, appertaining to the destroyed, lost or stolen Security.

In case any such mutilated, destroyed, lost or stolen Security or interest coupon has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security or interest coupon, pay such Security or interest coupon; provided, however, that payment of principal of and any premium or interest on Bearer Securities shall, except as otherwise provided in Section 9.2, be payable only at an office or agency located outside the United States and, unless otherwise specified as contemplated by Section 3.1, any interest on Bearer Securities shall be payable only upon presentation and surrender of the interest coupons appertaining thereto.

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, its agents and counsel) connected therewith.

Every new Security of any series with its interest coupons, if any, issued pursuant to this Section in lieu of any destroyed, lost or stolen Security, or in exchange for a Security to which a destroyed, lost or stolen interest coupon appertains, shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security and its interest coupon, if any, or the destroyed, lost or stolen interest coupon, shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series and their interest coupons, if any, 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 or interest coupons.

Section 3.7. Payment of Interest; Interest Rights Preserved. (a) Unless otherwise provided as contemplated by Section 3.1, interest, if any, on any Registered Security which is payable, and is punctually paid or

duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest at the office or agency maintained for such purpose pursuant to Section 9.2; provided, however, that at the option of the Company, interest on any series of Registered Securities that bear interest may be paid (i) by check mailed to the address of the Person entitled thereto as it shall appear on the Register of Holders of Securities of such series or (ii) at the expense of the Company, by wire transfer to an account maintained by the Person entitled thereto as specified in the Register of Holders of Securities of such series.

Unless otherwise provided as contemplated by Section 3.1, (i) interest, if any, on Bearer Securities shall be paid only against presentation and surrender of the interest coupons for such interest installments as are evidenced thereby as they mature and (ii) original issue discount, if any, on Bearer Securities shall be paid only against presentation and surrender of such Securities; in either case at the office of a Paying Agent located outside the United States, unless the Company shall have otherwise instructed the Trustee in writing, provided that any such instruction for payment in the United States does not cause any Bearer Security to be treated as a "registration-required obligation" under United States laws and regulations. The interest, if any, on any temporary Bearer Security shall be paid, as to any installment of interest evidenced by an interest coupon attached thereto only upon presentation and surrender of such interest coupon and, as to other installments of interest, only upon presentation of such Security for notation thereon of the payment of such interest. If at the time a payment of principal of or interest, if any, on a Bearer Security or interest coupon shall become due, the payment of the full amount so payable at the office or offices of all the Paying Agents outside the United States is illegal or effectively precluded because of the imposition of exchange controls or other similar restrictions on the payment of such amount in Dollars, then the Company may instruct the Trustee in writing to make such payments at a Paying Agent located in the United States, provided that provision for such payment in the United States would not cause such Bearer Security to be treated as a "registration-required obligation" under United States laws and regulations.

(b) Unless otherwise provided as contemplated by Section 3.1, any interest on Securities of any series which

is payable, but is not punctually paid or duly provided for, on any Interest Payment Date in the case of Registered Securities and upon presentation and surrender of the applicable interest coupon in accordance with the second paragraph of Section 3.7(a) in the case of Bearer Securities (herein called "Defaulted Interest"), shall forthwith cease to be payable to the Holders on the relevant Regular Record Date by virtue of their having been such Holders, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:

(1) In the case of Registered Securities, the Company may elect to make payment of such Defaulted Interest to the Persons in whose names such Registered Securities (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Registered Security and the date of the proposed payment, and 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 (1) provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of such Registered Securities at his or her address as it appears in the 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 so mailed, such Defaulted Interest shall be paid to the Persons in whose names such Registered Securities (or their respective Predecessor Securities) are registered at the close of business on

such Special Record Date and shall no longer be payable pursuant to the following clause (2).

(2)(x) In the case of Registered Securities, the Company may make payment of such Defaulted Interest to the Persons in whose names such Registered Securities (or their respective Predecessor Securities) are registered at the close of business on a specified date in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Registered Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause (2)(x), such manner of payment shall be deemed practicable by the Trustee; or (y) unless otherwise provided as contemplated by Section 3.1, in the case of Bearer Securities, the Company may make payment of Defaulted Interest on such Bearer Securities in any lawful manner not inconsistent with the requirements of any securities exchange on which such Bearer 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 (2)(y), such manner of payment shall be deemed practicable by the Trustee.

(c) Subject to the foregoing provisions of this Section and Section 3.5, 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.

(d) Subject to the provisions of Section 14.2, in the case of any Registered Security which is converted or exchanged after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Security the principal of (or premium, if any, on) which shall become due and payable, whether at a Stated Maturity or by declaration of acceleration, call for redemption, or otherwise, prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion or exchange and such interest (whether or not punctually paid or duly provided for) shall be paid to the Person in whose name that Registered Security (or any one or more Predecessor Securities) is registered at the close of business on such Regular Record Date. Except as

otherwise expressly provided in the immediately preceding sentence, in the case of any Security which is converted or exchanged, interest whose Stated Maturity is after the date of conversion or exchange of such Security shall not be payable.

Section 3.8. Persons Deemed Owners. Unless otherwise provided as contemplated by Section 3.1, prior to due presentment of any Registered Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of, premium, if any, and (subject to Section 3.7) interest on such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

Unless otherwise provided as contemplated by Section 3.1, the Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer Security and the bearer of any interest coupon as the absolute owner of such Bearer Security or interest coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Bearer Security or interest coupon be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

None of the Company, the Trustee or any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. No holder of any beneficial interest in any Security in global form, held on its behalf by or through a Depositary, shall have any rights under this Indenture with respect to such Security in global form, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the owner of such Security in global form for all purposes whatsoever. With respect to any Security in global form, nothing herein shall prevent the Company or the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization fur-

nished by any Depositary (or its nominee), as a Holder, with respect to such Security in global form or impair, as between such Depositary and owners of beneficial interests in such Security in global form, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Security in global form.

Section 3.9. Cancellation. All Securities and interest coupons appertaining thereto, if any, surrendered for payment, redemption, conversion, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities, together with interest coupons appertaining thereto, if any, previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities, together with interest coupons appertaining thereto, if any, previously authenticated hereunder which the Company has not issued and sold, and all Securities and interest coupons so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 3.9, except as expressly permitted by this Indenture. All cancelled Securities and interest coupons held by the Trustee shall be disposed of in accordance with its customary procedures, and the Trustee shall thereafter deliver to the Company a certificate with respect to such disposition.

Section 3.10. Computation of Interest. Except as otherwise specified as contemplated by Section 3.1, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 3.11. CUSIP Numbers. The Company in issuing the Securities may use "CUSIP" numbers (if then generally in use and in addition to the other identification numbers printed on the Securities), and, in such case, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers

printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.

Section 3.12. Currency and Manner of Payment in Respect of Securities. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, payment of the principal of, premium, if any, and interest, if any, on any Security of such series will be made in the currency or currencies or currency unit or units in which such Security is payable. The provisions of this Section 3.12 may be modified or superseded pursuant to Section 3.1 with respect to any Securities.

ARTICLE 4

Satisfaction, Discharge and Defeasance

Section 4.1. Termination of Company's Obligations Under the Indenture. (a) This Indenture shall upon a Company Request cease to be of further effect with respect to Securities of or within any series and any interest coupons appertaining thereto (except as to (i) rights of registration, transfer or exchange of such Securities, (ii) rights of replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for, (iii) rights of holders of Securities to receive payments of principal thereof and interest thereon, upon the Stated Maturity thereof (but not upon acceleration), and rights of the Holders to receive mandatory sinking fund payments, if any, (iv) rights of holders of Securities to convert or exchange Securities, (v) rights, obligations, duties and immunities of the Trustee hereunder, (vi) any rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and (vii) the obligations of the Company under Section 9.2) and the Trustee, upon payment of all amounts due it under
Section 6.7, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities and any interest coupons appertaining thereto when

(1) either

(A) all such Securities previously authenticated and delivered and all interest coupons appertaining thereto (other than (i) such interest coupons appertaining to Bearer Securities surrendered in exchange for Registered Securities and maturing after such exchange, surrender of which is not required or has been waived as provided in Section 3.5, (ii) such Securities and interest coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, (iii) such interest coupons appertaining to Bearer Securities called for redemption and maturing after the relevant Redemption Date, surrender of which has been waived as provided in Section 11.6 and (iv) such Securities and interest coupons for whose payment money in the currency or currencies or currency unit or units in which such Securities are payable 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 9.3) have been delivered to the Trustee for cancellation; or

(B) all Securities of such series and, in the case of (i) or (ii) below, any interest coupons appertaining thereto not theretofore delivered to the Trustee for cancellation

(i) have become due and payable, or

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

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

and the Company, 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 currency or currencies or currency unit or units in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities and such in-

terest coupons not theretofore delivered to the Trustee for cancellation, for principal, premium, if any, and interest, with respect thereto, 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; 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 as to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligation of the Company to the Trustee and any predecessor Trustee under
Section 6.7, the obligations of the Company to any Authenticating Agent under
Section 6.13 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 4.2, Section 9.2, the last paragraph of Section 9.3 and Section 10.1 shall survive.

Section 4.2. Application of Trust Funds. Subject to the provisions of the last paragraph of Section 9.3, all money deposited with the Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the Securities, the interest coupons appertaining thereto, if any, and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any and any interest for whose payment such money has been deposited with or received by the Trustee, but such money need not be segregated from other funds except as otherwise provided herein and except to the extent required by law.

Section 4.3. Applicability of Defeasance Provisions; Company's Option to Effect Defeasance or Covenant Defeasance. Except as otherwise specified as contemplated by Section 3.1 for the Securities of any series, the provisions of Sections 4.3 through 4.10 inclusive, with such modifications thereto as may be specified pursuant to Section 3.1 with respect to any series of Securities, shall be

applicable to the Securities and any interest coupons appertaining thereto.

Section 4.4. Defeasance and Discharge. On and after the date on which the conditions set forth in Section 4.6 are satisfied with respect to the Securities of or within any series, the Company shall be deemed to have paid and been discharged from its obligations with respect to such Securities and any interest coupons appertaining thereto (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any interest coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any interest coupons appertaining thereto and this Indenture insofar as such Securities and any interest coupons appertaining thereto are concerned (and the Trustee, upon payment of all amounts due it under Section 6.7, at the expense of the Company, shall on a Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any interest coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities or any interest coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(16); (iii) the Company's obligations with respect to a conversion or exchange of such Securities; (iv) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (v) this Article 4. Subject to compliance with this Article 4, the Company may defease the Securities of any series and any interest coupons appertaining thereto under this Section 4.4 notwithstanding a prior covenant defeasance (as defined herein) under Section 4.5 with respect to such Securities and any interest coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Section 4.5. Covenant Defeasance. On and after the date on which the conditions set forth in Section 4.6 (other than Section 4.6(c)) are satisfied with respect to the Securities of or within any series, (i) the Company shall be released from its obligations under Sections 7.1, 9.4, 9.5 and 9.6 and, if specified pursuant to Section 3.1, its obligations under any other covenant, with respect to such Securities and any interest coupons appertaining thereto and (ii) the occurrence of any event specified in Sections 5.1(3) or
5.1(7) (with respect to any of the obligations described in clause (i) above) or 5.1(4) shall be deemed not to be or result in a Default or Event of Default (hereinafter, "covenant defeasance"), and such Securities and any interest coupons appertaining thereto shall thereafter be deemed to be not "Outstanding" for the purposes of any request, demand, authorization, direction, notice, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with Section 7.1, 9.4, 9.5 or 9.6, such other covenant specified pursuant to Section 3.1, or Section 5.1(4), but shall continue to be deemed "Outstanding" for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such Securities and any interest coupons appertaining thereto, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under
Section 5.1(3), 5.1(4) or 5.1(7) or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities and any interest coupons appertaining thereto shall be unaffected thereby.

Section 4.6. Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 4.4 or Section 4.5 to any Securities of or within a series and any interest coupons appertaining thereto:

(a) The Company shall have deposited or caused to be deposited irrevocably with the Trustee (or another trustee satisfying the requirements of Section 6.10 who shall agree to comply with, and shall be entitled to the benefits of, the provisions of Sections 4.3 through 4.10 inclusive and the last paragraph of Section 9.3

applicable to the Trustee, for purposes of such Sections also a "Trustee") as trust funds in trust for the purpose of making the payments referred to in clauses (x) and (y) of this Section 4.6(a), specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any interest coupons appertaining thereto, with written instructions to the Trustee as to the application thereof, (A) money in an amount (in such currency, currencies or currency unit or units in which such Securities and any interest coupons appertaining thereto are then specified as payable at Maturity), or (B) if Securities of such series are not subject to repayment at the option of Holders, Government Obligations 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 referred to in clause (x) or (y) of this Section 4.6(a), money in an amount or (C) a combination thereof in an amount, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, (x) the principal of, premium, if any, and interest, if any, on such Securities and any interest coupons appertaining thereto on the Maturity of such principal or installment of principal or interest and
(y) any mandatory sinking fund payments applicable to such Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and such Securities and any interest coupons appertaining thereto. Before such a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date or dates in accordance with Article 11 which shall be given effect in applying the foregoing.

(b) No Default or Event of Default with respect to the Securities of that series shall have occurred or be continuing on the date of such a deposit or shall occur as a result of such a deposit or, insofar as Sections 5.1(5) and (6) are concerned, shall occur at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).

(c) In the case of an election under Section 4.4, the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities and any interest coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such defeasance and will be subject to U.S. Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred.

(d) In the case of an election under Section 4.5, the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that the Holders of such Securities and any interest coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit and covenant defeasance had not occurred.

(e) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 4.4 or the covenant defeasance under Section 4.5 (as the case may be) have been complied with.

(f) Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith as contemplated by Section 3.1.

Section 4.7. Deposited Money and Government Obligations to Be Held in Trust. Subject to the provisions of the last paragraph of Section 9.3, all money and Government Obligations (or other property as may be provided pursuant to Section 3.1) (including the proceeds thereof) deposited with the Trustee pursuant to Section 4.6 in re-

spect of any Securities of any series and any interest coupons appertaining thereto shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any interest coupons appertaining thereto and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities and any interest coupons appertaining thereto of all sums due and to become due thereon in respect of principal, premium, if any, and interest, if any, but such money need not be segregated from other funds except as provided herein and except to the extent required by law.

Section 4.8. Repayment to Company. The Trustee (and any Paying Agent) shall promptly pay to the Company upon Company Request any excess money or securities held by them at any time.

The provisions of the last paragraph of Section 9.3 shall apply to any money or securities held by the Trustee or any Paying Agent under this Article 4 that remain unclaimed for two years after the Maturity of any series of Securities for which money or securities have been deposited pursuant to Section 4.6(a).

Section 4.9. Indemnity for Government Obligations. The Company shall pay, and shall indemnify the Trustee against, any tax, fee or other charge imposed on or assessed against Government Obligations deposited pursuant to this Article or the principal and interest and any other amount received on such Government Obligations.

Section 4.10. Reinstatement. If the Trustee (or Paying Agent) is unable to apply any money or Government Obligations in accordance with Section 4.6 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company's obligations under this Indenture and the Securities shall be revived and reinstated, with present and prospective effect, as though no deposit had occurred pursuant to Section 4.6, until such time as the Trustee (or Paying Agent) is permitted to apply all such money or Government Obligations in accordance with Section 4.6; provided, however, that if the Company makes any payment to the Trustee (or Paying Agent) of principal, premium, if any, or interest on any Security following the reinstatement of its obligations, the Trustee (or Paying Agent) shall promptly pay any such amount to the Holders of the

Securities and the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money and Government Obligations held by the Trustee (or Paying Agent).

ARTICLE 5

Defaults and Remedies

Section 5.1. Events of Default. An "Event of Default" occurs with respect to the Securities of any series if (whatever 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):

(1) the Company defaults in the payment of interest on any Security of that series or any interest coupon appertaining thereto or any additional amount payable with respect to any Security of that series as specified pursuant to Section 3.1(b)(16) when the same becomes due and payable and such default continues for a period of 30 days;

(2) the Company defaults in the payment of any installment of the principal of or any premium on any Security of that series when the same becomes due and payable at its Maturity;

(3) the Company fails to comply with any of its agreements or covenants in, or any of the provisions of, this Indenture with respect to any Security of that series (other than an agreement, covenant or provision for which non-compliance is elsewhere in this Section specifically dealt with), and such non- compliance continues for a period of 90 days after there has been given, by registered or certified mail, return receipt requested, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of the 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;

(4) the Company defaults under any mortgage, indenture or instrument under which there may be

issued, or by which there may be secured or evidenced, any Debt (including this Indenture) having an aggregate principal amount outstanding of at least $25,000,000, whether such Debt now exists or shall hereafter be created, and, as a result of such default, such Debt shall become due and payable, whether by acceleration or otherwise, and such acceleration shall not be rescinded, annulled or cured within a period of 30 days after there has been given, by registered or certified mail, return receipt requested, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series a written notice specifying such default and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder (it being understood however, that the Trustee shall not be deemed to have knowledge of such default under such agreement or instrument unless a Responsible Officer of the Trustee shall have received written notice thereof from the Company, from any Holder, from the holder of any such Debt or from the trustee under any such agreement or other instrument); provided, however, that if such default under such mortgage, indenture or instrument is remedied or cured by the Company or waived by the holders of such Debt, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Trustee or any of such Holders;

(5) the Company pursuant to or within the meaning of any Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, (E) admits in writing its inability generally to pay its debts as they become due or (F) takes any corporate action in furtherance of such action;

(6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company in an involuntary case, (B) appoints a Custodian of the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company, and such order or decree remains unstayed and in effect for 90 days; or

(7) there occurs any other Event of Default provided as contemplated by Section 3.1 with respect to Securities of that series.

The term "Bankruptcy Law" means Title 11, United States Bankruptcy Code of 1978, as amended, or any similar United States federal or state law relating to bankruptcy, insolvency, receivership, winding up, liquidation, reorganization or relief of debtors or any amendment to, successor to or change in any such law. The term "Custodian" means any receiver, trustee, assignee, liquidator, custodian, sequestrator or similar official under any Bankruptcy Law.

Section 5.2. Acceleration; Rescission and Annulment. If an Event of Default with respect to the Securities of any series at the time Outstanding (other than an Event of Default specified in clause (5) or (6) of
Section 5.1) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of all of the Outstanding Securities of that series, by written notice received by the Company (and, if given by the Holders, received by the Trustee), may declare the principal (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms of that series) of and accrued interest, if any, on all the Securities of that series to be due and payable and upon any such declaration such principal (or, in the case of Original Issue Discount Securities or Indexed Securities, such specified amount) and interest, if any, shall be immediately due and payable. If an Event of Default specified in clause (5) or (6) of Section 5.1 with respect to the Securities of any series at the time Outstanding occurs and is continuing, then the principal (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms of that series) of and accrued interest, if any, on all the Securities of that series shall ipso facto be immediately due and payable without any declaration or act on the part of the Trustee or any Holder of such Securities.

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

Defaults and Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.7. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Section 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if

(1) default is made in the payment of any interest on any Security or interest coupon, if any, when such interest becomes due and payable and such default continues for a period of 30 days, or

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities or interest coupons, if any, the whole amount then due and payable on such Securities for principal, premium, if any, and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal, premium, if any, and on any overdue interest, at the rate or rates prescribed therefor in such Securities or interest coupons, if any, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including all amounts due the Trustee, its agents and counsel under Section 6.7.

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

If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by

such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to secure any other proper remedy, subject, however, to Section 5.8. No recovery of any such judgment upon any property of the Company or of any other obligor upon the Securities shall affect or impair any rights, powers or remedies of the Trustee or the Holders in respect of any sums remaining due and unpaid hereunder after such recovery.

Section 5.4. Trustee May File Proofs of Claim. In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.7.

No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security or interest coupon any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder of a Security or interest coupon thereof or to authorize the Trustee to vote in respect of the claim of any Holder of a Security or interest coupon in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors' or other similar committee.

Section 5.5. Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto.

Section 5.6. Delay or Omission Not Waiver. No delay or omission by the Trustee or any Holder of any Securities to exercise any right or remedy accruing upon an Event of Default shall impair any such right or remedy or constitute a waiver of or acquiescence in any such Event of Default.

Section 5.7. Waiver of Past Defaults. The Holders of not less than a majority in aggregate principal amount of Outstanding Securities of any series by written notice to the Trustee may waive on behalf of the Holders of all Securities of such series and any interest coupons appertaining thereto a past Default or Event of Default with respect to that series and its consequences except (i) a Default or Event of Default in the payment of the principal of, premium, if any, or interest on any Security of such series or any interest coupon appertaining thereto or (ii) in respect of a covenant or provision hereof which pursuant to Article 8 cannot be amended or modified without the consent of the Holder of each Outstanding Security of such series affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Section 5.8. Control by Majority. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected (with each such series voting as a class) 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 it with respect to Securities of that series; provided, however, that (i) the Trustee may refuse to follow any direction that conflicts with any governmental rule or law or this Indenture, (ii) the Trustee may refuse to follow any direction that is unduly prejudicial to the rights of the Holders of Securities of such series not consenting, or that would in the good faith judgment of the Trustee have a substantial likelihood of involving the Trustee in personal liability without adequate indemnity having been offered therefor and (iii) subject to Section 6.1, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Section 5.9. Limitation on Suits by Holders. No Holder of any Security of any series or any interest coupons

appertaining thereto 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) the Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;

(2) the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series have made a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense to be, or which may be, incurred by the Trustee in pursuing the remedy;

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

(5) during such 60-day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series have not given to the Trustee a direction inconsistent with such written request.

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

Section 5.10. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, but subject to Section 9.2, the right of any Holder of a Security or interest coupon to receive payment of principal of, premium, if any, and, subject to Sections 3.5 and 3.7, interest on the Security, on or after the respective due dates expressed in the Security (or, in case of redemption, on the Redemption Dates), the right of any Holder of an interest coupon to receive payment of interest due as provided in such interest coupon, or to bring suit

for the enforcement of any such payment on or after such respective dates, and the right, if any, to convert or exchange such Security in accordance with Article 14, shall not be impaired or affected without the consent of such Holder.

Section 5.11. Application of Money Collected. If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal, premium, if any, or interest, upon presentation of the Securities and interest coupons, if any, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

First: to the Trustee for amounts due under Section 6.7;

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

Third: the balance, if any, to the Company.

The Holders of each series of Securities denominated in ECU, any other currency unit or a Foreign Currency and any matured interest coupons relating thereto shall be entitled to receive a ratable portion of the amount determined by the Trustee by converting the principal amount Outstanding of such series of Securities and matured but unpaid interest on such series of Securities in the currency in which such series of Securities is denominated into Dollars at the Market Exchange Rate as of the date of declaration of acceleration of Maturity of the Securities.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 5.11. At least 15 days before such record date, the Trustee shall mail to each Holder and the Company a notice that states the record date, the payment date and the amount to be paid.

Section 5.12. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding

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

Section 5.13. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee or the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.14. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided, however, that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company.

Section 5.15. Waiver of Stay, Extension or Usury 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 or any usury or other law wherever enacted, now or at any time hereafter in force, which would prohibit or forgive the Company from paying all or any portion of the principal, of, and premium, if any, or interest on the Securities contemplated herein or in the Securities or 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 6

The Trustee

Section 6.1. Certain Duties and Responsibilities of the Trustee. (a) The Trustee's duties and responsibilities under this Indenture shall be governed by Section 315 of the Trust Indenture Act.

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

Section 6.2. Rights of Trustee. Subject to the provisions of the Trust Indenture Act:

(a) The Trustee may rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee need not investigate any fact or matter stated in the document.

(b) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other than delivery of any Security, together with any interest coupons appertaining thereto, to the Trustee for authentication and delivery pursuant to Section 3.3, which shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.

(c) Before the Trustee acts or refrains from acting, it may consult with counsel or require an Officers' Certificate and/or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on a Board Resolution, the advice of counsel acceptable to the

Trustee, a certificate of an Officer or Officers delivered pursuant to
Section 1.2, an Officers' Certificate or an Opinion of Counsel.

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

(e) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers.

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

Section 6.3. Trustee May Hold Securities. The Trustee, any Paying Agent, any Registrar or any other agent of the Company or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and interest coupons and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company, an Affiliate or Subsidiary with the same rights it would have if it were not Trustee, Paying Agent, Registrar or such other agent.

Section 6.4. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed upon in writing with the Company.

Section 6.5. Trustee's Disclaimer. The recitals contained herein and in the Securities, except the Trustee's certificate of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities or any interest coupon. The Trustee shall not be accountable for the Company's use of

the proceeds from the Securities or for monies paid over to the Company pursuant to the Indenture.

Section 6.6. Notice of Defaults. If a Default occurs and is continuing with respect to the Securities of any series and if it is known to the Trustee, the Trustee shall, within 90 days after the Default occurs, transmit by mail, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, notice of all Defaults known to it unless such Default shall have been cured or waived; provided, however, that, except in the case of a Default in the payment of principal (and premium, if any) or interest on the Securities of any series, the Trustee may withhold the notice if and so long as a Responsible Officer in good faith determines that withholding such notice is in the interests of Holders of Securities of that series.

Section 6.7. Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time reasonable compensation for its services and its counsel. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable fees and out-of-pocket expenses incurred by it and its counsel in connection with the performance of its duties under this Indenture, including those arising in connection with the performance of its duties arising as a result of an Event of Default in Section 5.1, except any such expense as may be attributable to its negligence, recklessness or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee's agents and counsel.

(b) The Company shall indemnify the Trustee for, and hold it harmless against, any loss or liability, damage, claim or reasonable expense including taxes (other than taxes based upon or determined or measured by the income of the Trustee) incurred by it without negligence, recklessness or bad faith and arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the reasonable 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 other than those attributable to its negligence, recklessness or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Company need

not pay for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed.

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

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

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(5) or Section 5.1(6), the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.

The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Section 6.8. Replacement of Trustee. (a) The resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in Section 6.9.

(b) The Trustee may resign at any time with respect to the Securities of any series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.9 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

(c) The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series may remove the Trustee with respect to that series by so notifying the Trustee and the Company.

(d) If at any time:

(1) the Trustee fails to comply with Section 310(b) of the Trust Indenture Act after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section 6.10 hereunder or Section 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months; or

(3) the Trustee becomes incapable of acting, is adjudged a bankrupt or an insolvent or a receiver or public officer takes charge of the Trustee or its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by or pursuant to a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to
Section 315(e) of the Trust Indenture Act, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.

(e) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, with respect to Securities of one or more series, the Company shall promptly appoint a successor Trustee with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 6.9. If, within one year after such resignation or removal, or the occurrence of such vacancy, a different successor Trustee with respect to the Securities of any series 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 in accordance with the applicable requirements of Section 6.9, become the successor Trustee with respect to the Securities of such series and to

that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 6.9, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

Section 6.9. Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee, without further act, deed or conveyance, shall become vested with all the rights, powers and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all amounts due it under Section 6.7, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

(b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and such successor Trustee shall execute and deliver an indenture supplemental hereto wherein such successor Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, such successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (ii) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (iii) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for

or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall, upon payment of all amounts due it under Section 6.7, duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

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

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

(e) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series in the manner provided for notices to the Holders of Securities in
Section 1.6. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. If the Company fails to give such notice within thirty days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be given at the expense of the Company.

Section 6.10. Eligibility; Disqualification. (a) There shall at all times be a Trustee hereunder which shall

be eligible to act as Trustee under Section 310(a)(1) of the Trust Indenture Act, shall be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States or of any State thereof or the District of Columbia and shall have (together with its direct parent) a combined capital and surplus of at least $50,000,000. If such company or corporation publishes reports of condition at least annually, pursuant to law or the requirements of Federal, State, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such company or corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Article.

(b) If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture and the Company shall take prompt action to have a successor Trustee appointed in the manner provided herein. Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the second to the last paragraph of Section 310(b) of the Trust Indenture Act or any equivalent successor provision.

Section 6.11. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

Section 6.12. Preferential Collection of Claims Against Company. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

Section 6.13. Appointment of Authenticating Agent. The Trustee 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 issue, exchange, registration of transfer or partial redemption thereof, 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. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. 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, except as may otherwise be provided pursuant to
Section 3.1, shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States or of any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or the requirements of the aforesaid 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. In case 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 con-

solidated, 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 further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent for any series of Securities may at any time resign by giving written notice of resignation to the Trustee for such series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner set forth in Section 1.6, at the expense of the Company, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this Section, subject to Section 6.7.

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 or in lieu of the Trustee's certificate of authentication, an alternate certificate of authentication substantially in the following form:

This is one of the Securities of the series described in the within-mentioned Indenture.

By                       , as
  -----------------------
   Authenticating Agent


By
  ----------------------------

Authorized Signatory

ARTICLE 7

Consolidation, Merger or Sale by the Company

Section 7.1. Consolidation, Merger or Sale of Assets Permitted. The Company shall not consolidate with or merge into, or sell, transfer, lease or otherwise dispose of its properties and assets as, or substantially as, an entirety to, any Person unless:

(1) (A) the Company will be the surviving entity or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, transfer, lease or other disposition shall have been made, is an entity organized and existing under the laws of the United States, any State thereof or the District of Columbia;

(2) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, transfer, lease or other disposition shall have been made, expressly assumes by supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture, and the Securities and this Indenture will remain in full force and effect as so supplemented; and

(3) immediately after giving effect to such consolidation, merger, sale, transfer, lease or other disposition, no Default or Event of Default exists.

The Company shall deliver to the Trustee prior to the proposed consolidation, merger, sale, transfer, lease or other disposition an Officers' Certificate to the foregoing

effect and an Opinion of Counsel stating that the proposed consolidation, merger, sale, transfer, lease or other disposition and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of such transaction under this Section 7.1 have been met.

Upon any consolidation of the Company with, or merger of the Company into, any other Person or any sale, transfer, lease or other disposition of properties and assets of the Company as, or substantially as, an entirety in accordance with this Section 7.1, the successor Person formed by such consolidation or into which the Company is merged or to which such sale, transfer, lease or other disposition is made shall succeed to and be substituted for, and may exercise every right and power of, the Company hereunder and under the Securities and any interest coupons appertaining thereto with the same effect as if such successor Person had been named hereunder and thereunder and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

ARTICLE 8

Supplemental Indentures

Section 8.1. Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company and the Trustee, at any time and from time to time, may enter into indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities and any interest coupons appertaining thereto; or

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

(3) to add any additional Events of Default with respect to all or any series of Securities; or

(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to facilitate the issuance or administration of Bearer Securities (including, without limitation, to provide that Bearer Securities may be registrable as to principal only) or to facilitate the issuance or administration of Securities in global form; or

(5) to change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or

(6) to secure the Securities pursuant to the requirements of Section 9.5 or otherwise; or

(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or

(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.9; or

(9) if allowed without penalty under applicable laws and regulations, to permit payment in the United States (including any of the States thereof and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction of principal, premium, if any, or interest, if any, on Bearer Securities or interest coupons, if any; or

(10) 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, provided such action shall not adversely affect in any material respect the interests of the Holders of Securities of any series; or

(11) to make provision not adverse to the Holders of Outstanding Securities of any series with respect to any conversion or exchange rights of Holders pursuant to the requirements of Article 14, including providing for the conversion or exchange of the Securities into any Equity Securities or property of the Company; or

(12) to cure any ambiguity, correct any mistake or comply with any mandatory provision of law; or

(13) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act or under any similar federal statute subsequently enacted, and to add to this Indenture such other provisions as may be expressly required under the Trust Indenture Act.

Section 8.2. Supplemental Indentures With Consent of Holders. With the consent of the Holders of not less than a majority of the aggregate principal amount of the Outstanding Securities of all series adversely affected by such supplemental indenture (voting as one class), by Act of said Holders delivered to the Company, the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change in any manner or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify in any manner the rights of the Holders of such Securities; provided, however, that without the consent of the Holder of each Outstanding Security affected thereby, an amendment under this Section may not:

(1) change the Stated Maturity of the principal of, or premium, if any, on, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined or reduce the amount of the principal of any Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 5.2, or change the currency or currency unit in which any Securities or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in

the case of redemption, on or after the Redemption Date);

(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 reduce the requirements of Section 13.4 for quorum or voting;

(3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in
Section 9.2;

(4) make any change that adversely affects any right to convert or exchange any Security to which the provisions of Article 14 are applicable or, except as provided in this Indenture, decrease the conversion or exchange rate or increase the conversion or exchange price of any such Security; or

(5) make any change in this Section 8.2 except to increase any percentage or to provide that certain other provisions of this Indenture cannot be modified or waived with the consent of the Holders of each Outstanding Security affected thereby.

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 is not necessary under this Section 8.2 for the Holders to consent to the particular form of any proposed supplemental indenture, but it is sufficient if they consent to the substance thereof.

Section 8.3. Compliance with Trust Indenture Act. Every amendment to this Indenture or the Securities of one or more series shall be set forth in a supplemental indenture that complies with the Trust Indenture Act as then in effect.

Section 8.4. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Officers' Certificate and 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 8.5. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder and of any interest coupon appertaining thereto shall be bound thereby.

Section 8.6. Reference in Securities to Supplemental Indentures. Securities, including any interest coupons, of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities including any interest coupons of any series so modified as to conform, in the opinion of the Company, 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 including any interest coupons of such series.

Section 8.7. Notice of Supplemental Indentures. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of Section 8.2, the Company shall give notice thereof to the Holders of each Outstanding Security affected, in the manner provided for in Section 1.6, setting forth in general terms the substance of such supplemental indenture. Any failure of the Company to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

ARTICLE 9

Covenants

Section 9.1. Payment of Principal, Premium, if any, and Interest. The Company covenants and agrees for the benefit of the Holders of each series of Securities that it will duly and punctually pay the principal of, premium, if any, and interest, together with additional amounts, if any, on the Securities of that series in accordance with the terms of the Securities of such series, any interest coupons appertaining thereto and this Indenture; provided, however, that amounts properly withheld under the Internal Revenue Code of 1986, as amended, by any Person from a payment to any Holder of Securities, after having requested such Holder to provide applicable information that would allow such Person to make such payment without withholding, shall be considered as having been paid by the Company to such Holder for purposes of this Indenture. An installment of principal, premium, if any, or interest shall be considered paid on the date it is due if there shall have been sent to the Trustee or Paying Agent by wire transfer (provided, that the funds sent by such wire transfer shall have been received by the Trustree by no later than 5:30 p.m., New York City time, on the Business Day immediately following such date), or if the Trustee or Paying Agent otherwise holds, on such date money designated for and sufficient to pay the installment.

Section 9.2. Maintenance of Office or Agency. Unless otherwise specified as contemplated by Section 3.1, if Securities of a series are issued as Registered Securities, the Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. Unless otherwise specified as contemplated by Section 3.1, if Securities of a series are issuable as Bearer Securities, the Company will maintain, (i) subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for that series which is located outside the United States where Securities of that series and related interest coupons may be presented and surrendered for payment; provided, however, that if the Securities of that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in London, Luxembourg or

any other required city located outside the United States, as the case may be, so long as the Securities of that series are listed on such exchange, and (ii) subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for that series which is located outside the United States, where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

Unless otherwise specified as contemplated by Section 3.1, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States, by check mailed to any address in the United States, by transfer to an account located in the United States or upon presentation or surrender in the United States of a Bearer Security or interest coupon for payment, even if the payment would be credited to an account located outside the United States; provided, however, that, if the Securities of a series are denominated and payable in Dollars, payment of principal of and any premium or interest on any such Bearer Security shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions.

Unless otherwise specified as contemplated by Section 3.1, the Company may also from time to time designate one or more other offices or agencies where the Securities (including any interest coupons, if any) of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of

Payment for Securities (including any interest coupons, if any) of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Unless otherwise specified as contemplated by Section 3.1, the Trustee shall initially serve as Paying Agent.

Section 9.3. Money for Securities Payments to Be Held in Trust; Unclaimed Money. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities and any interest coupons appertaining thereto, it will, on or before each due date of the principal of, premium, if any, or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, if any, or interest 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 in writing of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of Securities and any interest coupons appertaining thereto, it will, prior to each due date of the principal of or any premium or interest on any Securities of that 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.

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

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

(2) give the Trustee notice of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment of principal,

premium, if any, or interest on the Securities of that series; and

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

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the terms set forth in this Indenture; 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 any principal of or premium or interest on any Security of any series and remaining unclaimed for two years after such principal, 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 discharged from such trust; and the Holder of such Security and interest coupon, if any, shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may in the name and at the expense of the Company cause to be published once, in an Authorized Newspaper in each Place of Payment with respect to such series, or cause to be mailed to such Holder, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 9.4. Corporate Existence. Subject to Article 7, the Company will at all times do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and its rights and franchises; provided that nothing in this Section 9.4 shall prevent the abandonment or termination of any right or franchise of the Company if it shall be determined that such

abandonment or termination is desirable in the conduct of the business of the Company.

Section 9.5. Limitations on Liens. The Company will not, nor will it permit any Restricted Subsidiary to, issue, assume or guarantee any debt for money borrowed (excluding trade accounts payable or accrued liabilities arising in the normal course of business) (herein referred to as "Indebtedness") if such Indebtedness is secured by any mortgage, security interest, pledge, lien or other encumbrance (herein referred to as a "Lien" or "Liens") upon any Principal Property of the Company or of a Restricted Subsidiary or on any shares of stock of any Restricted Subsidiary, whether such Principal Property or shares of stock are owned at the date of this Indenture or thereafter acquired, without in any such case effectively providing that the Securities of any outstanding series that are entitled to the benefits of such provision of this Indenture (together with, if the Company shall so determine, any other indebtedness of or guaranteed by the Company or such Restricted Subsidiary entitled thereto, subject to applicable priority of payment) shall be secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness shall be so secured; provided, however, that the foregoing restriction does not apply to any of the following:

(a) Liens on any property or assets acquired, constructed or improved by the Company or any Restricted Subsidiary which are created or assumed prior to, contemporaneously with, or within one year after the later of such acquisition, completion of such construction or improvement or commencement of operation of such property or assets to secure or provide for the payment of all or any part of the purchase price of such property or assets or the cost of such construction or improvement;

(b) Liens on any property or assets existing thereon at the time of the acquisition thereof by the Company or any Restricted Subsidiary;

(c) Liens on any property, assets or stock of any Person existing at the time such Person is merged with or into or consolidated with the Company or a Restricted Subsidiary or at the time of a purchase, lease or other acquisition of the properties, assets or stock of such Person;

(d) Liens on property, assets or securities of a Person existing at the time such Person becomes a Restricted Subsidiary;

(e) Liens to secure Indebtedness of a Restricted Subsidiary to the Company or to another Restricted Subsidiary;

(f) Liens in favor of the United States or any State thereof, or any department, agency or instrumentality or political subdivision of the United States or any State thereof, to secure partial progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property or assets subject to such Liens;

(g) any Lien upon any property or assets in accordance with customary banking practice to secure any Indebtedness incurred by the Company or any Restricted Subsidiary in connection with the exporting of goods to, or between, or the marketing of goods in, or the importing of goods from, foreign countries;

(h) any Lien in existence on the date of this Indenture or created pursuant to an "after-acquired property" clause or similar term in existence on the date of this Indenture or any mortgage, pledge agreement, security agreement or other similar instrument in existence on the date of this Indenture; and

(i) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (a) to (h), inclusive; provided, however, that the principal amount of Indebtedness secured thereby shall not exceed the greater of the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement and the original principal amount of the Indebtedness so secured (plus, in each case, the aggregate amount of premiums, other payments, costs and expenses required to be paid or incurred in connection with such extension, renewal or replacement); provided, further, however, that such extension, renewal or replacement shall be limited to all or a part of the property (including improvements, alterations and repairs on such property) subject to

the encumbrance so extended, renewed or replaced (plus improvements, alterations or repairs on such property).

Notwithstanding the foregoing, such restriction does not apply to the issuance, assumption or guarantee by the Company or any Restricted Subsidiary of Indebtedness secured by a Lien which would otherwise be subject to the foregoing restrictions up to an aggregate principal amount which, together with all other Indebtedness of the Company and its Restricted Subsidiaries secured by Liens which would otherwise be subject to the foregoing restrictions (other than Liens permitted under the foregoing exceptions) and the net sale proceeds from Sale and Leaseback Transactions (as defined in Section 9.6) in existence at such time (other than any Sale and Leaseback Transaction permitted by clauses (i) through (v), inclusive, of Section 9.6), does not at the time exceed 15% of Consolidated Net Tangible Assets.

Section 9.6. Restrictions on Sale and Leaseback Transactions. The Indenture will provide that the Company will not, nor will it permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing to the Company or any Restricted Subsidiary of any Principal Property which Principal Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a "Sale and Leaseback Transaction") unless (i) the Company or such Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the Principal Property to be leased as permitted by clauses (a) through
(i), inclusive, of Section 9.5, in an amount equal to or exceeding the net sale proceeds from such Sale and Leaseback Transaction without equally and ratably securing the Securities; (ii) the lease is for a term, including any renewal thereof, of not more than three years; (iii) the lease is between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale and Leaseback Transaction occurs within one year from the date of acquisition of the Principal Property subject thereto or the date of completion of construction or commencement of operations, whichever is later; or (v) the Company shall, and in any such case the Company covenants that it will, within 180 days of the effective date of any such arrangement, apply an amount equal to the net sale proceeds from Sale and Leaseback Transactions to (x) repayment, redemption or retirement of Funded Debt of the Company or any Restricted Subsidiary or (y) investment in another Principal Property. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, effect any Sale and

Leaseback Transaction, provided that the net sale proceeds from such Sale and Leaseback Transaction, together with the aggregate principal amount of outstanding Indebtedness (other than the Securities) secured by Liens upon Principal Properties not excepted by any of clauses (a) through (i), inclusive, of Section 9.5, do not exceed 15% of the Consolidated Net Tangible Assets.

Section 9.7. Annual Review Certificate. The Company covenants and agrees to deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, a certificate from the principal executive officer, principal financial officer or principal accounting officer of the Company stating that a review of the activities of the Company during such year and of performance under this Indenture has been made under his or her supervision and to the best of his or her knowledge, based on such review, the Company has fulfilled all of its obligations under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him or her and the nature and status thereof. For purposes of this Section 9.7, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

ARTICLE 10

Holders' Lists and Reports by Trustee and Company

Section 10.1. Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee:

(a) semi-annually, not more than 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Registered Securities of each series as of such Regular Record Date; and

(b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;

excluding from any such list names and addresses possessed by the Trustee in its capacity as Registrar.

Section 10.2. Preservation of Information, Communications to Holders. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of Registered Securities contained in the most recent list furnished to the Trustee as provided in Section 10.1 and the names and addresses of Holders of Registered Securities received by the Trustee in its capacity as Registrar. The Trustee may destroy any list furnished to it as provided in Section 10.1 upon receipt of a new list so furnished.

(b) The rights of Holders of Securities to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided in the Trust Indenture Act.

(c) Every Holder of Securities and interest coupons appertaining thereto, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of the disclosure of information as to the names and addresses of the Holders of Securities made pursuant to the Trust Indenture Act.

Section 10.3. Reports by Trustee. (a) The Trustee shall transmit to Holders of Securities such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act, at the times and in the manner provided pursuant thereto.

(b) Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted no later than July 15 in each calendar year, commencing with the first July 15 after the first issuance of Securities under this Indenture.

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

Section 10.4. Reports by the Company. (a) The Company shall file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the in-

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

(b) The Company shall file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants provided for in this Indenture, as may be required from time to time by such rules and regulations.

(c) The Company shall transmit by mail to all Holders of Securities, within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by the Company pursuant to Sections 10.4(a) and (b), as may be required by rules and regulations prescribed from time to time by the Commission.

ARTICLE 11

Redemption

Section 11.1. Applicability of Article. Securities (including interest coupons, if any) of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.1 for Securities of any series) in accordance with this Article.

Section 11.2. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities, including interest coupons, if any, that, at the

time of such election, may be redeemed at the option of the Company, shall be evidenced by or pursuant to a Board Resolution. In the case of any such redemption at the election of the Company of less than all the Securities or interest coupons, if any, of any series, the Company shall, at least 45 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, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities 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 11.3. Selection of Securities to Be Redeemed. Unless otherwise specified as contemplated by Section 3.1, if less than all the Securities (including interest coupons, if any) of a series with the same terms are to be redeemed, the Trustee, not more than 45 days prior to the Redemption Date, shall select the Securities of the series to be redeemed in such manner as the Trustee shall deem fair and appropriate. The Trustee shall make the selection from Securities of the series that are Outstanding and that have not previously been called for redemption and may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities, including interest coupons, if any, of that series or any integral multiple thereof) of the principal amount of Securities, including interest coupons, if any, of such series of a denomination larger than the minimum authorized denomination for Securities of that series. The Trustee shall promptly notify the Company in writing of the Securities selected by the Trustee for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. If the Company shall so direct, Securities registered in the name of the Company, any Affiliate or any Subsidiary thereof shall not be included in the Securities selected for redemption.

For purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities (including interest coupons, if any) shall relate, in the case of any Securities (including interest coupons, if any) redeemed or to be redeemed only in

part, to the portion of the principal amount of such Securities (including interest coupons, if any) which has been or is to be redeemed.

Section 11.4. Notice of Redemption. Unless otherwise specified as contemplated by Section 3.1, notice of redemption shall be given in the manner provided in Section 1.6 not less than 30 days nor more than 60 days prior to the Redemption Date to the Holders of the Securities to be redeemed.

All notices of redemption shall state:

(1) the Redemption Date;

(2) the Redemption Price;

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

(4) the Place or Places of Payment where such Securities, together in the case of Bearer Securities with all interest coupons appertaining thereto, if any, maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price;

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

(6) that, on the Redemption Date, the Redemption Price will become due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date;

(7) that the redemption is from a sinking fund, if such is the case;

(8) that, unless otherwise specified in such notice, Bearer Securities of any series, if any, surrendered for redemption must be accompanied by all interest coupons maturing subsequent to the Redemption Date or the amount of any such missing interest coupon or interest coupons will be deducted from the Re-

demption Price, unless security or indemnity satisfactory to the Company, the Trustee and any Paying Agent is furnished;

(9) the CUSIP number, if any, of the Securities;

(10) if applicable, the conversion or exchange price, the date on which the right to convert or exchange the Securities (or portions thereof to be redeemed) will terminate and the place or places where such Securities may be surrendered for conversion or exchange; and

(11) the procedures that a Holder must follow to surrender the Securities so to be redeemed.

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

Section 11.5. 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 9.3) an amount of money in the currency or currencies (including currency unit or units) in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.1 for the Securities of such series) sufficient to pay on the Redemption Date the Redemption Price of, and (unless the Redemption Date shall be an Interest Payment Date) interest accrued to the Redemption Date on, all Securities or portions thereof which are to be redeemed on that date.

Unless any Security by its terms prohibits any redemption obligation from being satisfied by delivering and crediting Securities (including Securities redeemed otherwise than through a sinking fund), the Company may deliver such Securities to the Trustee for crediting of an amount equal to the then applicable Redemption Price for such Securities against such payment obligation in accordance with the terms of such Securities and this Indenture.

Section 11.6. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company

shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest and the interest coupons for any such interest appertaining to any Bearer Security so to be redeemed, except to the extent provided below, shall be void. Except as provided in the next succeeding paragraph, upon surrender of any such Security, including interest coupons, if any, for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located outside the United States and its possessions (except as otherwise provided in Section 9.2) and, unless otherwise specified as contemplated by Section 3.1, only upon presentation and surrender of interest coupons for such interest; and provided, further, that, unless otherwise specified as contemplated by Section 3.1, installments of interest on Registered Securities that are due and payable on Interest Payment Dates that are on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Dates according to their terms and the provisions of Section 3.7.

If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant interest coupons maturing after the Redemption Date, such Bearer Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing interest coupons, or the surrender of such missing interest coupon or interest coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to the Trustee or any Paying Agent any such missing interest coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided, however, that interest represented by interest coupons shall be payable only at an office or agency located outside of the United States (except as otherwise provided pursuant to Section 9.2) and, unless otherwise specified as contemplated by Section 3.1, only upon presentation and surrender of those interest coupons.

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

Section 11.7. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part at any Place of Payment therefor (with, if the Company or the Trustee so required, 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 or her attorney duly authorized in writing), the Company shall execute and the Trustee shall authenticate and deliver to the Holder of that Security, without service charge, a new Security or Securities of the same series, having the same form, terms and Stated Maturity, in any authorized denomination equal in aggregate principal amount to the unredeemed portion of the principal amount of the Security surrendered.

ARTICLE 12

Sinking Funds

Section 12.1. Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 3.1 for Securities of such series.

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a "mandatory sinking fund payment," and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an "optional sinking fund payment." If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.2. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.

Section 12.2. Satisfaction of Sinking Fund Payments with Securities. The Company (i) may deliver Outstanding Securities of a series (other than any previously called for redemption) together, in the case of Bearer

Securities of such series, with all unmatured interest coupons appertaining thereto and (ii) may apply as a credit Securities of a series which have been
(x) redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, (y) converted or exchanged pursuant to Article 14 or (z) previously delivered to the Trustee and cancelled without reissuance pursuant to Section 3.9, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 12.3. Redemption of Securities for Sinking Fund. Not less than 45 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to
Section 12.2 and stating the basis for such credit and that such Securities have not been previously so credited, and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.6 and 11.7.

ARTICLE 13

Meetings of Holders of Bearer Securities

Section 13.1. Purposes for Which Meetings May Be Called. A meeting of Holders of Securities of any series

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

Section 13.2. Call, Notice and Place of Meetings. (a) The Trustee may at any time call a meeting of Holders of Securities of any series issuable as Bearer Securities for any purpose specified in Section 13.1, to be held at such time and at such place in The City of New York or in such other place as may be acceptable to the Company. Notice of every meeting of Holders of Securities, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 1.6, not less than 21 nor more than 180 days prior to the date fixed for the meeting.

(b) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 25% in principal amount of the Outstanding Securities of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 13.1, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Securities of such series in the amount specified, as the case may be, may determine the time and the place in The City of New York or such other place as may be acceptable to the Company for such meeting and may call such meeting for such purposes by giving notice thereof as provided in paragraph (a) of this Section.

Section 13.3. Persons Entitled to Vote at Meetings. To be entitled to vote at any meeting of Holders of Securities of any series issuable as Bearer Securities, a Person shall be (a) a Holder of one or more Outstanding Securities of such series, or (b) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their

counsel, any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

Section 13.4. Quorum; Action. The Persons entitled to vote a majority in principal amount of the Outstanding Securities of the applicable series shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any such adjourned meeting shall be given as provided in Section 13.2(a), except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened.

At the reconvening of any meeting adjourned for a lack of a quorum pursuant to the preceding paragraph, the Persons entitled to vote 25% in principal amount of the Outstanding Securities of the applicable series at the time shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of a meeting adjourned for lack of a quorum shall state expressly the percentage of the principal amount of the Outstanding Securities of such series which shall constitute a quorum.

At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters (except as limited by the proviso to Section 8.2) shall be effectively passed and decided if passed or decided by the Persons entitled to vote not less than the lesser of (i) a majority in principal amount of Outstanding Securities of the applicable series and (ii) 66 2/3% in principal amount of Outstanding Securities of such series represented and voting at such meeting; provided, however, that any resolution with respect to any request, demand, authorization, direction, notice, consent, election, waiver or other Act which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly

reconvened and at which a quorum is present as aforesaid by the affirmative vote of the lesser of (i) the Holders of such specified percentage in principal amount of the Outstanding Securities of such series and (ii) a majority in principal amount of Outstanding Securities of such series represented and voting at such meeting or adjourned meeting.

Any resolution passed or decisions taken at any meeting of Holders of Securities of any series issuable as Bearer Securities duly held in accordance with this Section shall be binding on all the Holders of Securities of such series and interest coupons, whether or not present or represented at the meeting.

In the event that any meeting shall be adjourned for lack of a quorum or that, at any meeting at which a quorum is present, any proposed resolution or decision shall not be passed or taken because the Holders of the percentage of Outstanding Securities of any series issuable as Bearer Securities needed to approve such resolution or decision did not vote in favor of such resolution or decision, the principal amount of Outstanding Securities of such series represented at such meeting and voting in favor of such resolution or decision may be counted for purposes of calculating whether the consent of the Holders of the percentage of Outstanding Securities of such series needed in order to make, give or take any request, demand, authorization, direction, notice, consent, election, waiver or other action has been obtained, and such vote shall constitute the consent thereto of such Holders.

Section 13.5. Determination of Voting Rights; Conduct and Adjournment of Meetings. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of any series issuable as Bearer Securities in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities of a series issuable as Bearer Securities shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be provided in the manner specified in Section 1.4 or by having the signature of the Person executing the proxy witnessed or guaranteed by any trust company, bank

or banker authorized by Section 1.4 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 1.4 or other proof.

(b) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be a Responsible Officer of the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities of a series as provided in Section 13.2(b), in which case the Company or the Holders of Securities of such series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting.

(c) At any meeting each Holder of a Security or proxy shall be entitled to one vote for each U.S. $5,000 principal amount of Securities held or represented by him or her; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security or proxy.

(d) Any meeting of Holders of Securities of a series issuable as Bearer Securities duly called pursuant to Section 13.2 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting, and the meeting may be held as so adjourned without further notice.

Section 13.6. Counting Votes and Recording Action of Meetings. The vote upon any resolution submitted to any meeting of Holders of Securities of any series issuable as Bearer Securities shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities held or represented by them. The permanent chairman of the meeting shall appoint an inspector of votes who shall count all votes

cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting its verified written report of all votes cast at the meeting. A record of the proceedings of each meeting of Holders of Securities shall be prepared by the applicable secretary of the meeting and there shall be attached to said record the original report of the inspector of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 13.2 and, if applicable, Section 13.4. At least two copies of such record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one copy thereof shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

ARTICLE 14

Conversion or Exchange of Securities

Section 14.1. Applicability of Article. (a) The provisions of this Article 14 shall be applicable to the Securities of any series which are convertible or exchangeable into Equity Securities of the Company, and to the issuance of such Equity Securities upon the conversion or exchange of such Securities, except as otherwise specified as contemplated by
Section 3.1 for the Securities of such series.

(b) For purposes of this Article 14, the term "Equity Securities" shall mean all or any of the following, authorized from time to time: (i) the Company's Common Stock, par value $1.00 per share (the "Common Stock"), (ii) the Company's Preferred Stock, no par value per share (the "Preferred Stock"), and (iii) any other equity securities of the Company.

Section 14.2. Exercise of Conversion or Exchange Privilege.
(a) In order to exercise a conversion or exchange privilege, the Holder of a Security of a series with such privilege shall surrender such Security, together, in the case of any Bearer Security, with all unmatured interest coupons and any matured interest coupons in default appertaining thereto, to the Company at the office or agency maintained for that purpose pursuant to
Section 9.2, accompanied by written notice to the Company that the Holder elects to convert or exchange such Security or a specified

portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for Equity Securities which shall be issuable on such conversion or exchange shall be issued. Registered Securities surrendered for conversion or exchange shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing.

(b) Registered Securities so surrendered for conversion or exchange during the period from the close of business on any Regular Record Date to the opening of business on the corresponding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted or exchanged, and such interest shall be payable to such registered Holder on such Interest Payment Date notwithstanding the conversion or exchange of such Security, subject to the provisions of Section 3.7 relating to the payment of Defaulted Interest by the Company.

(c) As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of Equity Securities issuable upon the conversion or exchange of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Equity Security otherwise issuable upon such conversion or exchange.

(d) Such conversion or exchange shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for

conversion or exchange by the Company and such Security shall have been surrendered as aforesaid and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for Equity Securities of the Company shall be issuable upon such conversion or exchange shall be deemed to have become the Holder or Holders of record of the Equity Securities represented thereby. Except as set forth above and subject to paragraph (d) of
Section 3.7, no payment or adjustment shall be made upon any conversion or exchange on account of any interest accrued on the Securities surrendered for conversion or exchange, or on account of any dividends on the Equity Securities of the Company issued upon such conversion or exchange if the record date for the payment of such dividends occurs prior to or on the date on which such conversion or exchange shall be deemed to have been effected.

In the case of any Security which is converted or exchanged in part only, upon such conversion or exchange the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted or unexchanged portion of such Security.

Section 14.3. No Fractional Equity Securities. No fractional Equity Security of the Company shall be issued upon conversions or exchanges of Securities of any series. If more than one Security shall be surrendered for conversion or exchange at one time by the same Holder, the number of full shares of the Equity Security which shall be issuable upon conversion or exchange shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) so surrendered. If, except for the provisions of this
Section 14.3, any Holder of a Security or Securities would be entitled to a fractional share of any Equity Security of the Company upon the conversion or exchange of such Security or Securities, or specified portions thereof, the Company shall pay to such Holder an amount in cash equal to the current market value of such fractional share computed, (i) if such Equity Security is listed or admitted to unlisted trading privileges on a national securities exchange, on the basis of the last reported sale price regular way on the principal exchange where such Equity Security is listed or admitted, on the last trading day prior to the date of conversion or exchange upon which such a sale shall

have been effected, (ii) if such Equity Security is not at the time so listed or admitted on a national securities exchange but is quoted on the National Market System of the National Association of Securities Dealers, Inc. ("NASDAQ"), on the basis of the average of the bid and asked prices of such Equity Security on NASDAQ on the last trading day prior to the date of conversion or exchange, (iii) if such Equity Security is not at the time so listed or admitted to unlisted trading privileges on a national securities exchange or quoted on NASDAQ, on the basis of the average of the bid and asked prices of such Equity Security in the over-the-counter market, on the last trading day prior to the date of conversion or exchange, as reported by the National Quotation Bureau Incorporated or similar organization if the National Quotation Bureau Incorporated is no longer reporting such information, or (iv) in accordance with the terms of the supplemental indenture or Board Resolutions setting the terms of the Securities of such series. For purposes of this Section, "trading day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday other than any day on which the applicable Equity Security is not traded or quoted on a national securities exchange, or if the applicable Equity Security is not traded or quoted on a national securities exchange, on NASDAQ or the principal exchange or market on which the applicable Equity Security is traded or quoted.

Section 14.4. Adjustment of Conversion or Exchange Price; Consolidation or Merger. The conversion or exchange price of Securities of any series that is convertible or exchangeable into an Equity Security of the Company shall be adjusted for any stock dividends, stock splits, reclassification, combinations or similar transactions, and the securities, assets or other property into or for which such Securities may be converted or exchanged as a result of any consolidation, merger, combination or similar transaction shall be determined, in accordance with the terms of the supplemental indenture or Board Resolutions setting the terms of the Securities of such series.

Whenever the conversion or exchange price is adjusted, the Company shall compute the adjusted conversion or exchange price in accordance with the terms of the applicable Board Resolution or supplemental indenture and shall prepare an Officers' Certificate setting forth the adjusted conversion or exchange price and showing in reasonable detail the facts upon which such adjustment is based. Whenever the securities, assets or other property into or for which Securities of any series may be converted

or exchanged are changed as a result of any consolidation, merger or similar transaction, the Company shall determine the nature and amount of such securities, assets or other property in accordance with the terms of the applicable Board Resolution or supplemental indenture and shall prepare an Officer's Certificate describing such securities, assets or other property and stating the amount of such securities, assets or other property into or for which such Securities have become convertible or exchangeable. Such certificates shall forthwith be filed at each office or agency maintained for the purpose of conversion or exchange of Securities pursuant to Section 9.2 and, if different, with the Trustee. The Company shall forthwith cause a notice setting forth the adjusted conversion or exchange price or describing such securities, assets or other property, as applicable, to be mailed, first class postage prepaid, to each Holder of Registered Securities of such series at its address appearing on the Register and to any conversion or exchange agent other than the Trustee.

Section 14.5. Notice of Certain Corporate Actions. If any series of Securities which are directly or indirectly convertible or exchangeable for any Equity Securities are Outstanding, in case:

(a) the Company shall declare a dividend (or any other distribution) on any class of such Equity Securities payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any stockholder of the Company is required); or

(b) the Company shall authorize the granting to the holders of any class of such Equity Securities of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any stockholder of the Company is required); or

(c) of any reclassification of any class of such Equity Securities (other than a subdivision or combination of its outstanding Equity Securities, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any stockholder of the Company is required), or of the sale of all or substantially all of the assets of the Company; or

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

then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their addresses as they shall appear in the Register, at least 15 days (or 10 days in any case specified in clause (a) or
(b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the Holders of such Equity Securities of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of such Equity Securities of record shall be entitled to exchange such Equity Securities for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion or exchange agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Section 14.6. Reservation of Equity Securities. The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Equity Securities, for the purpose of effecting the conversion or exchange of Securities, the full number of Equity Securities of the Company then issuable upon the conversion or exchange of all Outstanding Securities of any series that has conversion or exchange rights.

Section 14.7. Payment of Certain Taxes Upon Conversion or Exchange. The Company will pay any and all taxes that may be payable in respect of the issue or delivery of its Equity Securities on conversion or exchange of Securities pursuant hereto. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of its Equity Securities in a name other than that of the Holder of the Security or Securities to be converted or exchanged, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Company the amount of any such tax, or has established, to the satisfaction of the Company, that such tax has been paid.

Section 14.8. Duties of Trustee Regarding Conversion or Exchange. Neither the Trustee nor any conversion or exchange agent shall at any time be under any duty or responsibility to any Holder of Securities of any series that is convertible or exchangeable into Equity Securities of the Company to determine whether any facts exist which may require any adjustment of the conversion or exchange price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, whether herein or in any supplemental indenture, any resolutions of the Board of Directors or written instrument executed by one or more officers of the Company provided to be employed in making the same. Neither the Trustee nor any conversion or exchange agent shall be accountable with respect to the validity or value (or the kind or amount) of any Equity Securities of the Company, or of any securities or property, which may at any time be issued or delivered upon the conversion or exchange of any Securities and neither the Trustee nor any conversion or exchange agent makes any representation with respect thereto. Subject to the provisions of Section 6.1, neither the Trustee nor any conversion or exchange agent shall be responsible for any failure of the Company to issue, transfer or deliver any of its Equity Securities or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion or exchange or to comply with any of the covenants of the Company contained in this Article 14 or in the applicable supplemental indenture, resolutions of the Board of Directors or written instrument executed by one or more duly authorized officers of the Company.

Section 14.9. Repayment of Certain Funds Upon Conversion or Exchange. Any funds which at any time have been deposited by the Company or on its behalf with the Trustee or any Paying Agent for the purpose of paying the principal of, and premium, if any, and interest, if any, on any of the Securities (including funds deposited for any sinking fund referred to in Article 12 hereof) and which shall not be required for such purposes because of the conversion or exchange of such Securities as provided in this Article 14 shall after such conversion or exchange be repaid to the Company by the Trustee upon the Company's written request by Company Request.

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

MAPCO INC.

                                         By:   /s/ ROBERT G. SACHSE
                                            -----------------------------------
                                            Name:  Robert G. Sachse
                                            Title: Executive Vice President and
                                                    Chief Operating Officer

[Seal]

Attest:

/s/ JAMES N. CUNDIFF
- -----------------------------------
Name:  James N. Cundiff
Title: Assistant Secretary

THE FIRST NATIONAL BANK
OF CHICAGO

                                         By: /s/ JOHN R. PRENDIVILLE
                                            -----------------------------------
                                            Name:  John R. Prendiville
                                            Title: Vice President

[Seal]

Attest:

/s/ RICHARD D. MANELLA
- -----------------------------------
Name:  Richard D. Manella
Title: Vice President

Draft--February 21, 1997

EXHIBIT 4.5.2

MAPCO INC.

and

THE FIRST NATIONAL BANK OF CHICAGO, as Trustee

SUPPLEMENTAL INDENTURE NO. 1

Dated ___________, 1997

Series of __% Notes due 2009 $100,000,000

MAPCO INC.

SUPPLEMENTAL INDENTURE NO. 1

$100,000,000
__% Notes due 2009

SUPPLEMENTAL INDENTURE NO. 1, dated as of _______, 1997, between MAPCO INC., a Delaware corporation (the "Company"), and THE FIRST NATIONAL BANK OF CHICAGO, a national banking association, as trustee (the "Trustee").

Recitals

The Company has heretofore executed and delivered to the Trustee a Senior Indenture, dated as of _______, 1997 (the "Indenture"), providing for the issuance from time to time of a series of the Company's Securities.

Section 3.1 of the Indenture provides for various matters with respect to any series of Securities issued under the Indenture to be established in an indenture supplemental to the Indenture.

Section 8.1(7) of the Indenture provides for the Company and the Trustee to enter into an indenture supplemental to the Indenture to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1 of the Indenture.

For and in consideration of the premises and the issuance of the series of Securities provided for herein, it is mutually covenanted and agreed as follows for the equal and ratable benefit of the Holders of the Securities of such series:

ARTICLE 1

Relation to Indenture; Definitions

Section 1.1. This Supplemental Indenture No. 1 constitutes an integral part of the Indenture.

Section 1.2. For all purposes of this Supplemental Indenture No. 1:

(1) capitalized terms used herein without definition shall have the meanings specified in the Indenture;

(2) all references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture No. 1; and

(3) the terms "herein", "hereof", "hereunder" and other words of similar import refer to this Supplemental Indenture No. 1.

ARTICLE 2

The Series of Notes

Section 2.1. Title of the Securities. There shall be a series of Securities designated as the "__% Notes due 2009" (the "Notes").

Section 2.2. Limitation on Aggregate Principal Amount; Date of Notes. The aggregate principal amount of the Notes shall not exceed $100,000,000. Each Note shall be dated the date of its authentication.

Section 2.3. Principal Payment Date. The principal of the Notes shall be payable in a single installment on March 15, 2009.

Section 2.4. Interest and Interest Rates. Interest on the Notes shall be payable semi-annually on March 15 and September 15 of each year beginning on September 15, 1997 (each, an "Interest Payment Date"); provided, however, that if an Interest Payment Date would otherwise be a day that is not a Business Day, such Interest Payment Date shall be the succeeding Business Day. The interest so payable on any Note which is punctually paid or duly provided for on any Interest Payment Date shall be paid to the Person in whose name such Note is registered at the close of business on the March 1 or September 1, respectively (whether or not a Business Day), preceding such Interest Payment Date (each, a "Regular Record Date").

The interest payable on each Interest Payment Date shall be the amount of interest accrued for the period from and including ________, 1997 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, to, but excluding, such Interest Payment Date. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

The interest rate borne by the Notes will be __% per annum until paid in full.

Section 2.5. Place of Payment. The Place of Payment where the Notes may be presented or surrendered for payment, where the principal of and interest and any other payments due on the Notes are payable, where the Notes may be surrendered for registration of transfer or exchange and where notices and demands to and upon the Company in respect of the Notes and the Indenture may be served shall be in the Borough of Manhattan, The City of New York, and the office or agency maintained by the Company for such purpose shall initially be the Corporate Trust Office of the Trustee.

Section 2.6. Redemption. The Notes shall not be subject to redemption at the option of the Company at any time prior to their Stated Maturity, and the Company shall

have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provisions or upon the happening of any specified event or at the option of any Holder of the Notes.

Section 2.7. Denomination. The Notes shall be issued in denominations of $1,000 and integral multiples thereof.

Section 2.8. Currency. Principal and interest on the Notes shall be payable in Dollars.

Section 2.9. Registered Securities. The Notes shall be issued as Registered Securities, without coupons.

Section 2.10. Notes to be Issued in Global Form; Exchange for Certificated Notes. The Notes will be initially represented by one or more Notes in global form (the "Global Notes"). The Company hereby designates The Depository Trust Company as the initial Depositary for the Global Notes. The Global Notes will be deposited with the Trustee, as custodian for the Depositary. Unless and until they are exchanged in whole or in part for Notes in certificated form, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary for the Notes or a nominee of such successor Depositary. The Depositary may surrender a Global Note in exchange in whole or in part for Notes in certificated form on such terms as are acceptable to the Company and the Depositary.

The Company may at any time in its sole discretion determine that all or any portion of the Notes shall no longer be represented by a Note or Notes in global form. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Notes of like tenor, shall authenticate and deliver Notes of like tenor in certificated

form, in authorized denominations and in an aggregate principal amount equal to the applicable principal amount of the Global Note or Global Notes, in exchange for such Global Note or Global Notes (or the applicable portion thereof).

Section 2.11. Form of Notes. The Notes shall be substantially in the form attached as Exhibit A hereto.

Section 2.12. Defeasance and Covenant Defeasance. The provisions of Sections 4.4 and 4.5 of the Indenture shall apply to the Notes.

Section 2.13. Registrar and Paying Agent. The Trustee shall initially serve as Registrar and Paying Agent.

ARTICLE 3

Miscellaneous Provisions

Section 3.1. The Indenture, as supplemented and amended by this Supplemental Indenture No. 1, is in all respects hereby adopted, ratified and confirmed.

Section 3.2. This Supplemental Indenture No. 1 may be executed in any number of counterparts, each of which when so executed shall be deemed an original; and all such counterparts shall together constitute but one and the same instrument.

SECTION 3.3. THIS SUPPLEMENTAL INDENTURE NO. 1 AND EACH NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 1 to be duly executed, as of the day and year first written above.

MAPCO INC.

Title:

[Corporate Seal]

ATTEST:

THE FIRST NATIONAL BANK OF
CHICAGO, Trustee

Title:

[Seal]

ATTEST:

EXHIBIT A

[FORM OF FACE OF NOTE]

THIS NOTE IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH

                                                              CUSIP No. _______

No. _________                                                       $__________


                  MAPCO Inc., a corporation duly organized and existing under

the laws of the State of Delaware (herein called the "Company", which term includes any successor corporation under the Indenture referred to herein), for value received, hereby promises to pay to _________________, or registered assigns, the principal sum of _____________ Dollars (U.S. $________) on March 15, 2009, and to pay on March 15 and September 15 of each year beginning on September 15, 1997 (each, an "Interest Payment Date"; provided, however, that if an Interest Payment Date would otherwise be a day that is not a Business Day, such Interest Payment Date shall be the succeeding Business Day) the amount of interest accrued thereon for the period from and including __________, 1997 or from and including the most recent Interest Payment Date to which interest has been paid

or duly provided for, as the case may be, to, but excluding, such Interest Payment Date, at the rate of __% per annum. The rate of interest on any overdue principal and, to the extent permitted by applicable law, overdue interest shall be the rate of interest in effect on this Note from time to time. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest so payable on any Interest Payment Date which is punctually paid or duly provided for on such Interest Payment Date will, as provided in the Indenture referred to on the reverse hereof, be paid to the Person in whose name this Note is registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1, respectively (whether or not a Business Day), preceding such Interest Payment Date. Interest payable on this Note which is not punctually paid or duly provided for on any Interest Payment Date therefor shall forthwith cease to be payable to the Person in whose name this Note is registered at the close of business on the Regular Record Date preceding such Interest Payment Date, and such defaulted interest shall instead be payable to the Person in whose name this Note is registered on the special record date or other specified date determined in accordance with the Indenture referred to on the reverse hereof.

Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York (which shall initially be an office or agency of the Trustee), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company, interest on the Notes may be paid (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the register of Holders of the Notes or (ii) at the expense of the Company, by wire transfer to an account maintained by the Person entitled thereto as specified in the register of Holders of the Notes.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, MAPCO Inc. has caused this instrument to be duly executed under its corporate seal.

Dated:

[Corporate Seal]                                     MAPCO INC.



                                                     By:
                                                        -----------------------

Title:

[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

This is one of the Securities of a series described in the within-mentioned Indenture.

THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee

[FORM OF REVERSE OF NOTE]

This Note is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of _________, 1997 (herein called the "Indenture"), between the Company and The First National Bank of Chicago (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof (collectively, the "Notes"), limited to $100,000,000 in aggregate principal amount, and is issued pursuant to Supplemental Indenture No. 1, dated _________, 1997, between the Company and the Trustee, relating to the Notes.

The Notes shall not be subject to redemption at the option of the Company at any time and the Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or upon the happening of any specified event or at the option of any Holder of the Notes.

The Indenture contains provisions for defeasance and covenant defeasance at any time of the indebtedness on this Note upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note.

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series adversely affected (voting as one class). The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive past Defaults or Events of Default under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note is registrable on the Register, upon surrender of this Note for registration of transfer at the office or agency of the Company to be maintained for that purpose in The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of like tenor, of authorized denominations and for the same aggregate prin-

cipal amount, will be issued to the designated transferee or transferees.

The Notes are issuable only in registered form in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for Notes having a like aggregate principal amount, of like tenor and having a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment of principal of and (subject to Section 3.7 of the Indenture) interest on this Note and for all other purposes whatsoever, whether or not this Note shall 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.

Capitalized terms used in this Note without definition shall have the meanings specified in the Indenture.

Draft--February 21, 1997

EXHIBIT 4.5.3

MAPCO INC.

and

THE FIRST NATIONAL BANK OF CHICAGO, as Trustee

SUPPLEMENTAL INDENTURE NO. 2

Dated ___________, 1997

Series of __% Debentures due 2027 $100,000,000

MAPCO INC.

SUPPLEMENTAL INDENTURE NO. 2

$100,000,000
__% Debentures due 2027

SUPPLEMENTAL INDENTURE NO. 2, dated as of _______, 1997, between MAPCO INC., a Delaware corporation (the "Company"), and THE FIRST NATIONAL BANK OF CHICAGO, a national banking association, as trustee (the "Trustee").

Recitals

The Company has heretofore executed and delivered to the Trustee a Senior Indenture, dated as of _______, 1997 (the "Indenture"), providing for the issuance from time to time of a series of the Company's Securities.

Section 3.1 of the Indenture provides for various matters with respect to any series of Securities issued under the Indenture to be established in an indenture supplemental to the Indenture.

Section 8.1(7) of the Indenture provides for the Company and the Trustee to enter into an indenture supplemental to the Indenture to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1 of the Indenture.

For and in consideration of the premises and the issuance of the series of Securities provided for herein, it is mutually covenanted and agreed as follows for the equal and ratable benefit of the Holders of the Securities of such series:

ARTICLE 1

Relation to Indenture; Definitions

Section 1.1. This Supplemental Indenture No. 2 constitutes an integral part of the Indenture.

Section 1.2. For all purposes of this Supplemental Indenture No. 2:

(1) Capitalized terms used herein without definition shall have the meanings specified in the Indenture;

(2) all references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture No. 2; and

(3) the terms "herein", "hereof", "hereunder" and other words of similar import refer to this Supplemental Indenture No. 2.

ARTICLE 2

The Series of Debentures

Section 2.1. Title of the Securities. There shall be a series of Securities designated as the "__% Debentures due 2027" (the "Debentures").

Section 2.2. Limitation on Aggregate Principal Amount; Date of Debentures. The aggregate principal amount of the Debentures shall not exceed $100,000,000. Each Debenture shall be dated the date of its authentication.

Section 2.3. Principal Payment Date. The principal of the Debentures shall be payable in a single installment on March 15, 2027.

Section 2.4. Interest and Interest Rates. Interest on the Debentures shall be payable semi-annually on March 15 and September 15 of each year beginning on September 15, 1997 (each, an "Interest Payment Date"); provided, however, that if an Interest Payment Date would otherwise be a day that is not a Business Day, such Interest Payment Date shall be the succeeding Business Day. The interest so payable on any Note which is punctually paid or duly provided for on any Interest Payment Date shall be paid to the Person in whose name such Note is registered at the close of business on the March 1 or September 1, respectively (whether or not a Business Day), preceding such Interest Payment Date (each, a "Regular Record Date").

The interest payable on each Interest Payment Date shall be the amount of interest accrued for the period from and including ________, 1997 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, to, but excluding, such Interest Payment Date. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

The interest rate borne by the Debentures will be __% per annum until paid in full.

Section 2.5. Place of Payment. The Place of Payment where the Debentures may be presented or surrendered for payment, where the principal of and interest and any other payments due on the Debentures are payable, where the Debentures may be surrendered for registration of transfer or exchange and where notices and demands to and upon the Company in respect of the Debentures and the Indenture may be served shall be in the Borough of Manhattan, The City of New York, and the office or agency maintained by the Company for such purpose shall initially be the Corporate Trust Office of the Trustee.

Section 2.6. Redemption. The Debentures shall not be subject to redemption at the option of the Company at

any time prior to their Stated Maturity, and the Company shall have no obligation to redeem or purchase the Debentures pursuant to any sinking fund or analogous provisions or upon the happening of any specified event or at the option of any Holder of the Debentures.

Section 2.7. Denomination. The Debentures shall be issued in denominations of $1,000 and integral multiples thereof.

Section 2.8. Currency. Principal and interest on the Debentures shall be payable in Dollars.

Section 2.9. Registered Securities. The Debentures shall be issued as Registered Securities, without coupons.

Section 2.10. Debentures to be Issued in Global Form; Exchange for Certificated Debentures. The Debentures will be initially represented by one or more Debentures in global form (the "Global Debentures"). The Company hereby designates The Depository Trust Company as the initial Depositary for the Global Debentures. The Global Debentures will be deposited with the Trustee, as custodian for the Depositary. Unless and until they are exchanged in whole or in part for Debentures in certificated form, the Global Debentures may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary for the Debentures or a nominee of such successor Depositary. The Depositary may surrender a Global Debenture in exchange in whole or in part for Debentures in certificated form on such terms as are acceptable to the Company and the Depositary.

The Company may at any time in its sole discretion determine that all or any portion of the Debentures shall no longer be represented by a Debenture or Debentures in global form. In such event the Company shall execute, and the

Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Debentures of like tenor, shall authenticate and deliver Debentures of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the applicable principal amount of the Global Debenture or Global Debentures, in exchange for such Global Debenture or Global Debentures (or the applicable portion thereof).

Section 2.11. Form of Debentures. The Debentures shall be substantially in the form attached as Exhibit A hereto.

Section 2.12. Defeasance and Covenant Defeasance. The provisions of Sections 4.4 and 4.5 of the Indenture shall apply to the Debentures.

Section 2.13. Registrar and Paying Agent. The Trustee shall initially serve as Registrar and Paying Agent.

ARTICLE 3

Miscellaneous Provisions

Section 3.1. The Indenture, as supplemented and amended by this Supplemental Indenture No. 2, is in all respects hereby adopted, ratified and confirmed.

Section 3.2. This Supplemental Indenture No. 2 may be executed in any number of counterparts, each of which when so executed shall be deemed an original; and all such counterparts shall together constitute but one and the same instrument.

SECTION 3.3. THIS SUPPLEMENTAL INDENTURE NO. 2 AND EACH DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 2 to be duly executed, as of the day and year first written above.

MAPCO INC.

Title:

[Corporate Seal]

ATTEST:

THE FIRST NATIONAL BANK OF
CHICAGO, Trustee

Title:

[Seal]

ATTEST:

EXHIBIT A

[FORM OF FACE OF DEBENTURE]

THIS DEBENTURE IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEBENTURES IN CERTIFICATED FORM, THIS DEBENTURE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

                                                              CUSIP No. _______

No. _________                                                       $__________


                  MAPCO Inc., a corporation duly organized and existing under

the laws of the State of Delaware (herein called the "Company", which term includes any successor corporation under the Indenture referred to herein), for value received, hereby promises to pay to _________________, or registered assigns, the principal sum of _____________ Dollars (U.S. $________) on March 15, 2027, and to pay on March 15 and September 15 of each year beginning on September 15, 1997 (each, an "Interest Payment Date"; provided, however, that if an Interest Payment Date would otherwise be a day that is not a Business Day, such Interest Payment Date shall be the succeeding Business Day) the amount of interest accrued thereon for the period from and including __________, 1997 or from and including the most recent Interest Payment Date to which interest has been paid

or duly provided for, as the case may be, to, but excluding, such Interest Payment Date, at the rate of __% per annum. The rate of interest on any overdue principal and, to the extent permitted by applicable law, overdue interest shall be the rate of interest in effect on this Debenture from time to time. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest so payable on any Interest Payment Date which is punctually paid or duly provided for on such Interest Payment Date will, as provided in the Indenture referred to on the reverse hereof, be paid to the Person in whose name this Debenture is registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1, respectively (whether or not a Business Day), preceding such Interest Payment Date. Interest payable on this Debenture which is not punctually paid or duly provided for on any Interest Payment Date therefor shall forthwith cease to be payable to the Person in whose name this Debenture is registered at the close of business on the Regular Record Date preceding such Interest Payment Date, and such defaulted interest shall instead be payable to the Person in whose name this Debenture is registered on the special record date or other specified date determined in accordance with the Indenture referred to on the reverse hereof.

Payment of the principal of and interest on this Debenture will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York (which shall initially be an office or agency of the Trustee), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company, interest on the Debentures may be paid (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the register of Holders of the Debentures or (ii) at the expense of the Company, by wire transfer to an account maintained by the Person entitled thereto as specified in the register of Holders of the Debentures.

Reference is hereby made to the further provisions of this Debenture set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Debenture shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, MAPCO Inc. has caused this instrument to be duly executed under its corporate seal.

Dated:

[Corporate Seal]                                     MAPCO INC.



                                                     By:
                                                       ------------------------

Title:

[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

This is one of the Securities of a series described in the within-mentioned Indenture.

THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee

[FORM OF REVERSE OF DEBENTURE]

This Debenture is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of _________, 1997 (herein called the "Indenture"), between the Company and The First National Bank of Chicago (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Debenture is one of the series designated on the face hereof (collectively, the "Debentures"), limited to $100,000,000 in aggregate principal amount, and is issued pursuant to Supplemental Indenture No. 2, dated _________, 1997, between the Company and the Trustee, relating to the Debentures.

The Debentures shall not be subject to redemption at the option of the Company at any time and the Company shall have no obligation to redeem or purchase the Debentures pursuant to any sinking fund or upon the happening of any specified event or at the option of any Holder of the Debentures.

The Indenture contains provisions for defeasance and covenant defeasance at any time of the indebtedness on this Debenture upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Debenture.

If an Event of Default with respect to the Debentures shall occur and be continuing, the principal of the Debentures may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series adversely affected (voting as one class). The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive past Defaults or Events of Default under the Indenture and their consequences. Any such consent or waiver by the Holder of this Debenture shall be conclusive and binding upon such Holder and upon all future Holders of this Debenture and of any Debenture issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debenture.

No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Debenture at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Debenture is registrable on the Register, upon surrender of this Debenture for registration of transfer at the office or agency of the Company to be maintained for that purpose in The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures, of like tenor, of authorized denominations and

for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Debentures are issuable only in registered form in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Debentures are exchangeable for Debentures having a like aggregate principal amount, of like tenor and having a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Prior to due presentment of this Debenture for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debenture is registered as the owner hereof for the purpose of receiving payment of principal of and (subject to Section 3.7 of the Indenture) interest on this Debenture and for all other purposes whatsoever, whether or not this Debenture shall 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.

Capitalized terms used in this Debenture without definition shall have the meanings specified in the Indenture.

EXHIBIT 4.6

MAPCO INC.

to

THE FIRST NATIONAL BANK OF CHICAGO, Trustee

SUBORDINATED INDENTURE

Dated as of February 25, 1997

Providing for Issuance of Subordinated Debt Securities in Series

Reconciliation and tie between Subordinated Indenture, dated as of February 25, 1997 (the "Indenture") and the Trust Indenture Act of 1939, as amended.

Trust Indenture Act                                                            Indenture
of 1939 Section                                                                Section
  310(a)(1)  . . . . . . . . . . . . . . . . . . . . . . . . . . .           6.10
     (a)(2)  . . . . . . . . . . . . . . . . . . . . . . . . . . .           6.10
     (a)(3)  . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA
     (a)(4)  . . . . . . . . . . . . . . . . . . . . . . . . . . .           Not Applicable
     (a)(5)  . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA
     (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           6.8; 6.10;
                                                                             TIA

  311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA
     (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA

  312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           10.1
     (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA
     (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA

  313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           10.3; TIA
     (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA
     (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA
     (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA

  314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           10.4; 9.7; TIA
     (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           Not Applicable
     (c)(1)  . . . . . . . . . . . . . . . . . . . . . . . . . . .           1.2
     (c)(2)  . . . . . . . . . . . . . . . . . . . . . . . . . . .           1.2
     (c)(3)  . . . . . . . . . . . . . . . . . . . . . . . . . . .           Not Applicable
     (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           Not Applicable
     (e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA
     (f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA

  315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           6.1
     (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           6.6
     (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           6.1
     (d)(1)  . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA
     (d)(2)  . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA
     (d)(3)  . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA
     (e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA

  316(a)(last sentence). . . . . . . . . . . . . . . . . . . . . .           1.1
     (a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . .           5.2; 5.8
     (a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . .           5.2; 5.7
     (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           5.9; 5.10

   (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1.4
317(a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . .           5.3
   (a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . .           5.4
   (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           9.3

318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1.12
   (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           TIA
   (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1.12; TIA

This reconciliation and tie section does not constitute part of the Indenture.

TABLE OF CONTENTS

                                                                                                                     Page
ARTICLE 1            Definitions and Other Provisions of General Application  . . . . . . . . . . . . . . . . . . . . . 1
         1.1.        Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         1.2.        Compliance Certificates and Opinions   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         1.3.        Form of Documents Delivered to Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         1.4.        Acts of Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         1.5.        Notices, etc., to Trustee and Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         1.6.        Notice to Holders; Waiver  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         1.7.        Headings and Table of Contents   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         1.8.        Successor and Assigns  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         1.9.        Separability   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         1.10.       Benefits of Indenture  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         1.11.       Incorporators, Stockholders, Officers and Directors of the Company Exempt from
                     Individual Liability   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         1.12.       Governing Law; Conflict with Trust Indenture Act   . . . . . . . . . . . . . . . . . . . . . . .  21
         1.13.       Legal Holidays   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         1.14.       Moneys of Different Currencies to Be Segregated    . . . . . . . . . . . . . . . . . . . . . . .  22
         1.15.       Independence of Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         1.16.       Counterparts   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22

ARTICLE 2            Security Forms   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         2.1.        Forms Generally  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         2.2.        Form of Trustee's Certificate of Authentication  . . . . . . . . . . . . . . . . . . . . . . . .  23
         2.3.        Securities in Global Form  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
         2.4.        Form of Legend for Securities in Global Form   . . . . . . . . . . . . . . . . . . . . . . . . .  24

ARTICLE 3            The Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         3.1.        Amount Unlimited; Issuable in Series   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         3.2.        Denominations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         3.3.        Execution, Authentication, Delivery and Dating   . . . . . . . . . . . . . . . . . . . . . . . .  30
         3.4.        Temporary Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         3.5.        Registration, Transfer and Exchange  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         3.6.        Replacement Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         3.7.        Payment of Interest; Interest Rights Preserved   . . . . . . . . . . . . . . . . . . . . . . . .  42
         3.8.        Persons Deemed Owners  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
         3.9.        Cancellation   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46

                                                                                                                     Page
                                                                                                                     ----
         3.10.       Computation of Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         3.11.       CUSIP Numbers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         3.12.       Currency and Manner of Payment in Respect of Securities  . . . . . . . . . . . . . . . . . . . .  47

ARTICLE 4            Satisfaction, Discharge and Defeasance   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         4.1.        Termination of Company's Obligations Under the Indenture   . . . . . . . . . . . . . . . . . . .  48
         4.2.        Application of Trust Funds   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         4.3.        Applicability of Defeasance Provisions; Company's Option to Effect Defeasance or Covenant
                     Defeasance   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         4.4.        Defeasance and Discharge   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         4.5.        Covenant Defeasance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         4.6.        Conditions to Defeasance or Covenant Defeasance  . . . . . . . . . . . . . . . . . . . . . . . .  52
         4.7.        Deposited Money and Government Obligations to Be Held in Trust   . . . . . . . . . . . . . . . .  54
         4.8.        Repayment to Company   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
         4.9.        Indemnity for Government Obligations   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
         4.10.       Reinstatement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55

ARTICLE 5            Defaults and Remedies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
         5.1.        Events of Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
         5.2.        Acceleration; Rescission and Annulment   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
         5.3.        Collection of Indebtedness and Suits for Enforcement by Trustee  . . . . . . . . . . . . . . . .  59
         5.4.        Trustee May File Proofs of Claim   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         5.5.        Trustee May Enforce Claims Without Possession of Securities  . . . . . . . . . . . . . . . . . .  60
         5.6.        Delay or Omission Not Waiver   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         5.7.        Waiver of Past Defaults  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
         5.8.        Control by Majority  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
         5.9.        Limitation on Suits by Holders   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
         5.10.       Rights of Holders to Receive Payment   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
         5.11.       Application of Money Collected   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
         5.12.       Restoration of Rights and Remedies   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
         5.13.       Rights and Remedies Cumulative   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
         5.14.       Undertaking for Costs  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
         5.15.       Waiver of Stay, Extension or Usury Laws  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64

ARTICLE 6            The Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
         6.1.        Certain Duties and Responsibilities of the Trustee   . . . . . . . . . . . . . . . . . . . . . .  65
         6.2.        Rights of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
         6.3.        Trustee May Hold Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
         6.4.        Money Held in Trust  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
         6.5.        Trustee's Disclaimer   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
         6.6.        Notice of Defaults   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67

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         6.7.        Compensation and Indemnity   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
         6.8.        Replacement of Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
         6.9.        Acceptance of Appointment by Successor   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
         6.10.       Eligibility; Disqualification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
         6.11.       Merger, Conversion, Consolidation or Succession to Business  . . . . . . . . . . . . . . . . . .  72
         6.12.       Preferential Collection of Claims Against Company  . . . . . . . . . . . . . . . . . . . . . . .  72
         6.13.       Appointment of Authenticating Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73

ARTICLE 7            Consolidation, Merger or Sale by the Company   . . . . . . . . . . . . . . . . . . . . . . . . .  75
         7.1.        Consolidation, Merger or Sale of Assets Permitted  . . . . . . . . . . . . . . . . . . . . . . .  75

ARTICLE 8            Supplemental Indentures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76
         8.1.        Supplemental Indentures Without Consent of Holders   . . . . . . . . . . . . . . . . . . . . . .  76
         8.2.        Supplemental Indentures With Consent of Holders  . . . . . . . . . . . . . . . . . . . . . . . .  78
         8.3.        Compliance with Trust Indenture    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
         8.4.        Execution of Supplemental Indentures   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
         8.5.        Effect of Supplemental Indentures.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
         8.6.        Reference in Securities to Supplemental Indentures.  . . . . . . . . . . . . . . . . . . . . . .  80
         8.7.        Notice of Supplemental Indentures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81

ARTICLE 9            Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
         9.1.        Payment of Principal, Premium, if any, and Interest  . . . . . . . . . . . . . . . . . . . . . .  81
         9.2.        Maintenance of Office or Agency  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
         9.3.        Money for Securities Payments to Be Held in Trust; Unclaimed Money   . . . . . . . . . . . . . .  83
         9.4.        Corporate Existence  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85
         9.5.        Limitations on Liens   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85
         9.6.        Restrictions on Sale and Leaseback Transactions  . . . . . . . . . . . . . . . . . . . . . . . .  87
         9.7.        Annual Review Certificate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88

ARTICLE 10           Holders' Lists and Reports by Trustee and Company  . . . . . . . . . . . . . . . . . . . . . . .  88
         10.1.       Company to Furnish Trustee Names and Addresses of Holders  . . . . . . . . . . . . . . . . . . .  88
         10.2.       Preservation of Information, Communications to Holders   . . . . . . . . . . . . . . . . . . . .  89
         10.3.       Reports by Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  89
         10.4.       Reports by the Company   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  90

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ARTICLE 11           Redemption   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  91
         11.1.       Applicability of Article   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  91
         11.2.       Election to Redeem; Notice to Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  91
         11.3.       Selection of Securities to Be Redeemed.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  91
         11.4.       Notice of Redemption   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  92
         11.5.       Deposit of Redemption Price  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  93
         11.6.       Securities Payable on Redemption Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  94
         11.7.       Securities Redeemed in Part  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  95

ARTICLE 12           Sinking Funds  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  95
         12.1.       Applicability of Article   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  95
         12.2.       Satisfaction of Sinking Fund Payments with Securities  . . . . . . . . . . . . . . . . . . . . .  96
         12.3.       Redemption of Securities for Sinking Fund  . . . . . . . . . . . . . . . . . . . . . . . . . . .  96

ARTICLE 13           Meetings of Holders of Bearer Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . .  97
         13.1.       Purposes for Which Meetings May Be Called  . . . . . . . . . . . . . . . . . . . . . . . . . . .  97
         13.2.       Call, Notice and Place of Meetings   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  97
         13.3.       Persons Entitled to Vote at Meetings   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  98
         13.4.       Quorum; Action   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  98
         13.5.       Determination of Voting Rights; Conduct and Adjournment of Meetings  . . . . . . . . . . . . . .  99
         13.6.       Counting Votes and Recording Action of Meetings  . . . . . . . . . . . . . . . . . . . . . . . . 101

ARTICLE 14           Conversion or Exchange of Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
         14.1.       Applicability of Article   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
         14.2.       Exercise of Conversion or Exchange Privilege   . . . . . . . . . . . . . . . . . . . . . . . . . 102
         14.3.       No Fractional Equity Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
         14.4.       Adjustment of Conversion or Exchange Price; Consolidation or Merger  . . . . . . . . . . . . . . 104
         14.5.       Notice of Certain Corporate Actions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
         14.6.       Reservation of Equity Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
         14.7.       Payment of Certain Taxes Upon Conversion or Exchange   . . . . . . . . . . . . . . . . . . . . . 107
         14.8.       Duties of Trustee Regarding Conversion or Exchange   . . . . . . . . . . . . . . . . . . . . . . 107
         14.9.       Repayment of Certain Funds Upon Conversion or Exchange   . . . . . . . . . . . . . . . . . . . . 107

ARTICLE 15           Subordination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
         15.1.       Agreement to Subordinate   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
         15.2.       Liquidation; Dissolution; Bankruptcy   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
         15.3.       Default on Senior Debt   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
         15.4.       Securities May Be Paid Prior to Dissolution, Etc.  . . . . . . . . . . . . . . . . . . . . . . . 113
         15.5.       Notices by Company   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114

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15.6.       Subrogation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
15.7.       Relative Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
15.8.       Subordination May Not Be Impaired by Company   . . . . . . . . . . . . . . . . . . . . . . . . . 115
15.9.       Distribution or Notice to Representative   . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
15.10.      Rights of Trustee and Paying Agent   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
15.11.      Certain Conversions or Exchanges
            Deemed Payment   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116

SUBORDINATED INDENTURE (the "Indenture"), dated as of February 25, 1997, between MAPCO INC., a Delaware corporation (the "Company"), and THE FIRST NATIONAL BANK OF CHICAGO, a national banking association, as Trustee (the "Trustee").

Recitals

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

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

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

ARTICLE 1

Definitions and Other Provisions
of General Application

Section 1.1. Definitions. (a) For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

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

(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as in effect in the United States of America from time to time; provided that when two or more principles are so

generally accepted, it shall mean that set of principles consistent with those in use by the Company; and

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

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

"Agent" means any Paying Agent or Registrar.

"Authenticating Agent" means any authenticating agent appointed by the Trustee pursuant to Section 6.13.

"Authorized Newspaper" means a newspaper of general circulation, in the official language of the country of publication or in the English language, customarily published on each Business Day whether or not published on Saturdays, Sundays or holidays. Whenever successive publications in an Authorized Newspaper are required hereunder they may be made (unless otherwise expressly provided herein) on the same or different days of the week and in the same or different Authorized Newspapers.

"Bearer Security" means any Security issued hereunder which is payable to bearer.

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

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

"Business Day", when used with respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities, means, unless otherwise specified with respect to any Securities pursuant to Section 3.1, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment or particular location are authorized or obligated by law, regulation or executive order to close.

"Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this Indenture 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 Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter means such successor.

"Company Order" and "Company Request" mean, respectively, a written order or request signed in the name of the Company by two Officers, one of whom must be the Chairman of the Board, the President, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, a Vice President, the Treasurer or the Secretary of the Company.

"consent", "waive" and "rescind", when used with respect to the consent, waiver or rescission of or by the Holders of a specified percentage in aggregate principal amount of Securities of any series issuable as Bearer Securities, shall mean any of (i) a favorable vote with respect to such consent, waiver or rescission, at any meeting of Holders of Securities of such series duly called and held in accordance with the provisions of Article 13, by the Holders of the applicable percentage in aggregate principal amount of such Securities specified in the third paragraph of Section 13.4; (ii) written consents, waivers or rescissions of or by the Holders of such specified percentage in aggregate principal amount of such Securities; and (iii) a combination of the favorable vote with respect to such consent, waiver or rescission, at any meeting of Holders of Securities of such series duly called and held in accordance with the provisions of Article 13, by the Holders

of less than the applicable percentage in aggregate principal amount of such Securities specified in the third paragraph of Section 13.4 and written consents, waivers or rescissions of other Holders of such Securities, where the sum of the percentage of such Holders so voting in favor and the percentage of such Holders signing such written consents, waivers or rescissions is equal to at least such specified percentage.

"Consolidated Net Tangible Assets" means the total amount of assets appearing in the consolidated balance sheet of the Company and its Subsidiaries (less applicable reserves for depreciation and other asset valuation reserves), after deducting therefrom (i) all current liabilities (excluding any current liabilities that are by their terms extendable or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed) and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the most recent consolidated balance sheet of the Company and its Subsidiaries and prepared in accordance with generally accepted accounting principles.

"Corporate Trust Office" means an office of the Trustee in New York, New York at which at any particular time its corporate trust business shall be administered, which office at the date hereof is located at 14 Wall Street, 8th Floor, Window 2, New York, New York 10005, Attention: Corporate Trust Administration.

"Credit Agreement" means the Competitive Advance and Revolving Credit Facility Agreement, dated as of April 29, 1994, between the Company, the lenders named therein and The Chase Manhattan Bank (as successor to Chemical Bank), as agent for such lenders, as the same may be amended, supplemented, waived, otherwise modified, extended, refinanced, refunded, replaced or renewed from time to time.

"currency unit" for all purposes of this Indenture shall include any composite currency, including, without limitation, ECU.

"Debt" means, with respect to any Person, (i) every obligation of such Person for money borrowed; (ii) every obligation of such Person evidenced by bonds, debentures, promissory notes or other similar instruments, including obligations so evidenced that are incurred in

connection with the acquisition of property, assets or businesses; (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; and (iv) every obligation of the type referred to in clauses (i) through (iii) of another Person the payment of which such Person has guaranteed or for which such Person is responsible, as obligor or otherwise; provided that Debt shall not include accounts payable or liabilities to trade creditors of any entity.

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

"Depositary", when used with respect to the Securities of or within any series issuable or issued in whole or in part in global form, means the Person designated as Depositary by the Company pursuant to Section 3.1(b) until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter shall mean or include each Person which is then a Depositary hereunder, and if at any time there is more than one such Person, shall be a collective reference to such Persons.

"Dollar" means the currency of the United States as at the time of payment is legal tender for the payment of public and private debts.

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

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

"Exchange Rate Certificate" means a certificate, signed by a Responsible Officer of the Trustee, setting forth (i) the applicable Market Exchange Rate or the applicable bid quotation and (ii) the Dollar amount of principal (and premium, if any) and interest, if any (on an aggregate basis and on the basis of a Security having the lowest denomination principal amount in the relevant currency or currency unit), that would be payable with respect to a Security of the applicable series on the basis of such Market Exchange Rate or the applicable bid quotation.

"Foreign Currency" means any currency issued by the government of one or more countries other than the United States or by any recognized confederation or association of such governments.

"Funded Debt" means all Indebtedness (i) maturing one year or more from the date of the creation thereof, (ii) directly or indirectly renewable or extendible, at the option of the debtor, by its terms or by the terms of any instrument or agreement relating thereto, to a date one year or more from the date of the creation thereof, (iii) under a revolving credit or similar agreement obligating the lender or lenders to extend credit over a period of one year or more or (iv) evidenced by commercial paper backed by such a revolving credit or similar agreement.

"Government Obligations" means securities which are (i) direct obligations of the United States or, if specified as contemplated by
Section 3.1, the government which issued the currency in which the Securities of a particular series are payable, for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States or, if specified as contemplated by Section 3.1, such government which issued the foreign currency in which the Securities of a particular series are payable, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States or such other government, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation evidenced by such depository receipt.

"Holder" means, with respect to a Bearer Security, a bearer thereof or of an interest coupon appertaining thereto and, with respect to a Registered Security, a Person in whose name a Security is registered on the Register.

"Indenture" means this Subordinated Indenture as amended and restated hereby or as amended, waived or

supplemented from time to time and shall include and incorporate by reference the forms and terms of particular series of Securities established as contemplated hereunder.

"Indexed Security" means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity may be more or less than the principal face amount thereof at original issuance.

"interest", when used with respect to an Original Issue Discount Security which by its terms bears interest only after maturity, means interest payable after maturity and, when used with respect to any other Security, means the interest payable thereon in accordance with its terms.

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

"Market Exchange Rate" means, unless otherwise specified with respect to any Securities pursuant to Section 3.1, (i) for a conversion of any currency unit into Dollars, the exchange rate between the relevant currency unit and Dollars calculated by the method specified pursuant to Section 3.1 for the Securities of the relevant series, and (ii) for a conversion of any Foreign Currency into Dollars, the applicable exchange rate between such Foreign Currency and Dollars set forth under the heading, "Currency Trading -- Exchange Rates" in the "Money & Investing" section of The Wall Street Journal (or in such other section of The Wall Street Journal in which foreign currency exchange rates may be regularly published from time to time) as of the most recent available date, in each case as determined by the Trustee. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, in the event of the unavailability of any of the exchange rates provided for in the foregoing clauses (i) and (ii), the Trustee shall use the average of the quotations from at least three major banks acceptable to the Company in The City of New York (which may include any such bank acting as Trustee under this Indenture), or such other quotations as the Trustee and the Company shall deem appropriate.

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

"Officer" means the Chairman of the Board, the President, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company.

"Officers' Certificate", when used with respect to the Company, means a certificate signed by two Officers, one of whom must be the Chairman of the Board, the President, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, any Vice President, the Treasurer or the Secretary of the Company.

"Opinion of Counsel" means a written opinion, which may have qualifications customary for opinions of the type required and counsel delivering such opinion may rely on certificates of the Company or government or other officials customary for opinions of the type required, from the general counsel of the Company or other legal counsel who is reasonably acceptable to the Trustee. Such counsel may be an employee of or counsel to the Company.

"Original Issue Discount Security" means any Security which provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2.

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

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

(ii) Securities, or portions thereof, for whose payment or redemption money or Government Obligations (as provided for in Section 4.6) in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities and any interest coupons appertaining thereto, provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provisions therefor satisfactory to the Trustee have been made;

(iii) Securities, except to the extent provided in Sections 4.4 and 4.5, with respect to which the Company has effected defeasance and/or covenant defeasance as provided in Article 4; and

(iv) Securities which have been replaced or paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, or whether sufficient funds are available for redemption or for any other purpose, and for the purpose of making the calculations required by Section 313 of the Trust Indenture Act, (w) the principal amount of any Original Issue Discount Securities that may be counted in making such determination or calculation and that shall be deemed to be Outstanding for such purpose shall be equal to the amount of principal thereof that would be (or shall have been declared to be) due and payable, at the time of such determination, upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, (x) the principal amount of any Security denominated in a Foreign Currency that may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to the Dollar equivalent, determined as of the date such Security is originally issued by the Company as set forth in an Exchange Rate Certificate, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent as of such date of original issuance of the amount determined as provided in clause (w) above) of such Security, (y) the principal amount of any Indexed Security that may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided with respect to such Security pursuant to Section 3.1, and (z) 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, except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded

as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

"Paying Agent" means any Person authorized by the Company to pay the principal of, premium, if any, interest, if any, and any other payments due on any Securities on behalf of the Company.

"Periodic Offering" means an offering of Securities of a series from time to time the specific terms of which Securities, including, without limitation, the rate or rates of interest or formula or formulae for determining the rate or rates of interest thereon, if any, the Maturity thereof, the redemption provisions, if any, and any other terms specified as contemplated by Section 3.1, with respect thereto, are to be determined by the Company upon the issuance of such Securities.

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

"Place of Payment", when used with respect to the Securities of or within any series, means the place or places where the principal of, premium, if any, interest and any other payments due on such Securities are payable as specified as contemplated by Sections 3.1 and 9.2.

"Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

"Principal Property" means (i) any interest in property located in the United States which is capable of producing natural gas liquids in paying quantities, (ii) any pipeline of an 8-inch diameter or larger located in the United States and (iii) any refining or manufacturing facility (including in each case, the equipment therein but excluding related transportation or marketing facilities)

located within the United States, in each case whether owned on the date of this Indenture or thereafter acquired (other than any facility acquired after the date of this Indenture principally for the control or abatement of atmospheric pollutants or contaminants, or water, noise, odor or other pollution, or any facility financed from the proceeds of pollution control or revenue bonds), which would be reflected on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with generally accepted accounting principles, excluding all such tangible property (a) located outside the United States, (b) having a gross book value (without deduction of any applicable depreciation reserves) on the date as of which the determination is being made of less than 1% of Consolidated Net Tangible Assets or (c) which, in the opinion of the Board of Directors set forth in a Board Resolution, is not material to the Company and its consolidated Subsidiaries taken as a whole.

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

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

"Registered Security" means any Security issued hereunder and registered as to principal and interest in the Register.

"Regular Record Date" for the interest payable on any Interest Payment Date on the Securities of or within any series means the date specified for that purpose as contemplated by Section 3.1.

"Representative" means the trustee or any agent or representative (if any) of or for the creditors under an issue of Senior Debt.

"Responsible Officer", when used with respect to the Trustee, shall mean any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, any trust officer or assistant trust officer, or any officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also shall mean, with respect to a particular corporate trust matter, any officer to whom such matter is

referred because of his knowledge of and familiarity with the particular subject.

"Restricted Subsidiary" means any Subsidiary which is incorporated under the laws of any State of the United States or of the District of Columbia, and which owns a Principal Property.

"Security" or "Securities" has the meaning stated in the first recital of this Indenture and more particularly means a Security or Securities of the Company issued, authenticated and delivered under this Indenture.

"Senior Debt" means the principal of and premium, if any, and interest on (including interest that, but for the filing of a petition initiating any proceeding pursuant to any bankruptcy law with respect to the Company, would accrue on such obligations, whether or not such claim is allowed in such bankruptcy proceeding) and all other monetary obligations of every kind or nature due on or in connection with any Debt of the Company (other than the Securities), whether outstanding on the date of this Indenture or thereafter created, incurred or assumed, unless, in the case of any particular Debt, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Debt shall not be senior in right of payment to the Securities or to other Debt which is pari passu with, or subordinated to, the Securities. Without limiting the generality of the foregoing, "Senior Debt" shall include the Debt, interest and all other monetary obligations of any kind or nature due under the Credit Agreement. Notwithstanding the foregoing, Senior Debt shall not include (i) Debt of the Company to any of its Subsidiaries for money borrowed or advanced from such Subsidiary or (ii) amounts owed to trade creditors in the ordinary course of business.

"Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7.

"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 or in an interest coupon representing such installment of interest as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

"Subsidiary" of any Person means any Person of which at least a majority of the outstanding voting securities having ordinary voting power for the election of directors or other governing body, or other ownership interests ordinarily constituting a majority voting interest, is owned or controlled, directly or indirectly, by such Person or by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person.

"Trust Indenture Act" means the Trust Indenture Act of 1939 as amended and as in effect on the date of this Indenture, except as provided in Section 8.3; provided, however, that if the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

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

"United States" means, unless otherwise specified with respect to the Securities of any series as contemplated by Section 3.1, the United States of America (including the States thereof and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.

"U.S. Person" means, unless otherwise specified with respect to the Securities of any series as contemplated by Section 3.1, a citizen, national or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, or an estate or trust, the income of which is subject to United States federal income taxation regardless of its source.

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

(b) The following terms shall have the meanings specified in the Sections referred to opposite such term below:

            Term                    Section
"Act"                                1.4(a)
"Bankruptcy Law"                     5.1
"Common Stock"                      14.1(b)(i)
"covenant defeasance"                4.5
"Custodian"                          5.1
"Defaulted Interest"                 3.7(b)
"defeasance"                         4.4
"Equity Securities"                 14.1(b)
"Event of Default"                   5.1
"Indebtedness"                       9.5
"Lien"                               9.5
"NASDAQ"                            14.3
"Payment Default"                   15.3(b)
"Permitted Junior Securities"       15.11
"Preferred Stock"                   14.1(b)(ii)
"Register"                           3.5
"Registrar"                          3.5
"Sale and Leaseback
   Transaction"                      9.6

Section 1.2. 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 such certificates and opinions as may be required under the Trust Indenture Act (including Section 314(c) of the Trust Indenture Act). Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by an officer or officers of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 2.3, the last paragraph of Section 3.3 and Section 9.7) shall include:

(1) a statement that each individual signing such certificate or opinion has read such condition or covenant 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 or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such condition or covenant has been complied with; and

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

Section 1.3. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

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

Any certificate, statement or opinion of an officer of the Company or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Company, unless such of-

ficer or counsel, as the case may be, knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the accounting matters upon which his certificate, statement or opinion is based are erroneous.

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

Section 1.4. Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed (either physically or by means of a facsimile or an electronic transmission, provided, in the case of an electronic transmission, that it is transmitted through the facilities of a Depositary) by such Holders in person or by agent or proxy duly appointed in writing. If Securities of a series are issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Securities of such series may, alternatively, be embodied in and evidenced by the record of Holders of Securities of such series voting in favor thereof pursuant to the third paragraph of Section 13.4, either in person or by proxies duly appointed in writing, at any meeting of Holders of Securities of such series duly called and held in accordance with the provisions of Article 13, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are received by or delivered (either physically or by means of a facsimile or an electronic transmission, provided, in the case of a facsimile transmission, that receipt thereof is confirmed, and, in the case of an electronic transmission, that it is transmitted through the facilities of a Depositary) to, the Trustee and, where it is hereby expressly required, by or to the Company. Such instrument or instruments and record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments or, in the case of Holders of Securities of a series issuable as Bearer Securities, so voting at such meeting. The Company and the Trustee may assume that any Act of a Holder has not been modified or revoked unless written notice to the contrary is received prior to the time that the action to which such Act relates has become effec-

tive. 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 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. The record of any meeting of Holders of Securities issuable as Bearer Securities shall be proved in the manner provided in Section 13.6.

(b) The fact and date of the execution by any Person of any such instrument or writing and the authority of the Person executing the same may be proved in any manner which the Trustee deems sufficient.

(c) The ownership of Bearer Securities may be proved by the production of such Bearer Securities or by a certificate executed by any trust company, bank, banker or other depository, wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such trust company, bank, banker or other depository, or exhibited to it, the Bearer Securities therein described; or such facts may be proved by the certificate or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Company may assume that such ownership of any Bearer Security continues until (i) another such certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, (ii) such Bearer Security is produced to the Trustee by some other Person, (iii) such Bearer Security is surrendered in exchange for a Registered Security or (iv) such Bearer Security is no longer Outstanding. The ownership of Bearer Securities may also be proved in any other manner which the Trustee deems sufficient.

(d) The ownership of Registered Securities shall be proved by the Register.

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

(f) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders of Registered Securities entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Notwithstanding Section 316(c) of the Trust Indenture Act, any such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not more than 30 days prior to the first solicitation of Holders generally in connection therewith and no later than the date such first solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of Registered Securities of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such 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.

Without limiting the foregoing, a Holder entitled to give or take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of the principal amount of such Security to which such appointment relates.

Section 1.5. Notices, etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided, including, without limitation, as provided in
Section 1.4(a)) if in

writing and mailed, first-class postage prepaid, to the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration, or

(2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided, including, without limitation, as provided in
Section 1.4(a)) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at 1800 South Baltimore Avenue, Tulsa, Oklahoma 74119, Attention: Secretary, or at any other address previously furnished in writing to the Trustee by the Company.

Section 1.6. Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, (i) if any of the Securities affected by such event are Registered Securities, such notice to the Holders thereof shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his or her address as it appears in the Register, within the time prescribed for the giving of such notice, and (ii) if any of the Securities affected by such event are Bearer Securities, notice to the Holders thereof shall be sufficiently given (unless otherwise herein or in the terms of such Bearer Securities expressly provided) if published once in an Authorized Newspaper in New York, New York, and in such other city or cities, if any, as may be specified as contemplated by Section 3.1. Such notices shall be deemed to have been given on the date of such mailing or publication.

In any case where notice to Holders is given by mail or by publication, neither the failure to mail or publish such notice, nor any defect in any notice so mailed or published, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders of Registered Securities or of Bearer Securities. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice.

If by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice as provided above, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. If it is impossible or, in the opinion

of the Trustee, impracticable to give any notice by publication in the manner herein required, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice.

Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication.

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

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

Section 1.7. Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.8. Successor and Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

Section 1.9. Separability. In case any provision of this Indenture or 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 1.10. Benefits of Indenture. Nothing in this Indenture or in the Securities, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 1.11. Incorporators, Stockholders, Officers and Directors of the Company Exempt from Individual Liability. No recourse under or upon any obligation, covenant or agreement of or contained in this Indenture or of or contained in any Security or interest coupon appertaining thereto, or for any claim based thereon or otherwise in respect thereof, or because of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor Person, either directly or through the Company or any successor Person, whether by virtue of any constitution, statute or rule of law, by the enforcement of any assessment or penalty, by any legal or equitable proceeding or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of the acceptance of, and as a part of the consideration for the execution of this Indenture and the issuance of, the Securities and any interest coupons appertaining thereto.

Section 1.12. Governing Law; Conflict with Trust Indenture Act. THIS INDENTURE, THE SECURITIES AND ANY INTEREST COUPONS APPERTAINING THERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Indenture is subject to the Trust Indenture Act and if any provision hereof limits, qualifies or conflicts with the Trust Indenture Act, the Trust Indenture Act shall control. Whether or not this Indenture is required to be qualified under the Trust Indenture Act, the provisions of the Trust Indenture Act required to be included in an indenture in order for such indenture to be so qualified shall be deemed to be included in this Indenture with the same effect as if such provisions were set forth herein and any provisions hereof which may not be included in an indenture which is so qualified shall be deemed to be deleted or modified to the extent such provisions would be required to be deleted or modified in an indenture so qualified.

Section 1.13. Legal Holidays. In any case where any Interest Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of any Security or interest coupon other than a provision in the Securities of any series which specifically states that such provision shall apply in lieu of this Section), payment of principal, premium, if any, or interest need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment

with the same force and effect as if made on such date; provided that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the case may be, if such amount is so paid on the next succeeding Business Day.

Section 1.14. Moneys of Different Currencies to Be Segregated. The Trustee shall segregate all moneys, funds and accounts held by the Trustee hereunder in one currency from any moneys, funds and accounts held by the Trustee hereunder in one currency from any moneys, funds or accounts in any other currencies, notwithstanding any provision herein which would otherwise permit the Trustee to commingle such amounts.

Section 1.15. Independence of Covenants. All covenants and agreements in this Indenture shall be given independent effect so that if a particular action or condition is not permitted by any such covenant, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

Section 1.16. Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

ARTICLE 2

Security Forms

Section 2.1. Forms Generally. The Securities of each series and the interest coupons, if any, to be attached thereto shall be in substantially such form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any applicable securities exchange, organizational document, governing instrument or law or as may, consistently herewith, be determined by the officers executing such Securities and interest coupons, if any, as evidenced by their

execution of the Securities and interest coupons, if any. If temporary Securities of any series are issued as permitted by Section 3.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and interest coupons, if any, of any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or interest coupons, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities.

Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attached.

The definitive Securities and interest coupons, if any, may be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner (or, if such Securities are listed on any securities exchange, any other manner permitted by the rules of such securities exchange), all as determined by the officers executing such Securities and interest coupons, if any, as evidenced by their execution of such Securities and interest coupons, if any.

Section 2.2. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the following form:

This is one of the Securities of the series described in the within-mentioned Indenture.

THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee

By
Authorized Signatory

Section 2.3. Securities in Global Form. If Securities of or within a series are issuable in whole or in part in global form, any such Security may provide that it shall represent the aggregate or specified amount of Outstanding Securities from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be re-

duced or increased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby, shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 3.3 or 3.4. Subject to the provisions of Section 3.3,
Section 3.4, if applicable, and Section 3.5, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 1.2 hereof and need not be accompanied by an Officers' Certificate or an Opinion of Counsel.

The provisions of the last paragraph of Section 3.3 shall apply to any Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 1.2 hereof and need not be accompanied by an Officers' Certificate or an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last paragraph of Section 3.3.

Section 2.4. Form of Legend for Securities in Global Form. Any Security in global form authenticated and delivered hereunder shall bear a legend in substantially the following form or in such other form as may be specified in accordance with Section 3.1:

"THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR

ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY."

ARTICLE 3

The Securities

Section 3.1. Amount Unlimited; Issuable in Series. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued from time to time in one or more series.

(b) The following matters shall be established with respect to each series of Securities issued hereunder (i) by a Board Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to
Section 3.3) set forth, or determined in the manner provided, in an Officers' Certificate or (iii) in one or more indentures supplemental hereto:

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

(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (which limit shall not pertain to Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 8.6 or 11.7 or any Securities that, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);

(3) the date or dates on which the principal of and premium, if any, on the Securities of the series is payable or the method or methods of determination thereof;

(4) the rate or rates at which the Securities of the series shall bear interest, if any, or the method or methods of calculating such rate or rates of interest, the date or dates from which such interest shall accrue or the method or methods by which such date or dates shall be determined, the Interest Payment

Dates on which any such interest shall be payable, the right, if any, of the Company to defer or extend an Interest Payment Date and, with respect to Registered Securities, the Regular Record Date, if any, for the interest payable on any Registered Security on any Interest Payment Date, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months;

(5) the place or places where the principal of, premium, if any, and interest, if any, on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices and demands to or upon the Company in respect of the Securities of the series and this Indenture may be served and where notices to Holders pursuant to Section 1.6 will be published;

(6) the period or periods within which, the price or prices at which, the currency or currencies (including currency unit or units) in which, and the other terms and conditions upon which, Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than as provided in Section 11.3, the manner in which the particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption;

(7) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or upon the happening of a specified event or at the option of a Holder thereof and the period or periods within which, the price or prices at which, the currency or currencies (including currency unit or units) in which, and the other terms and conditions upon which, Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(8) if other than denominations of $1,000 and any integral multiple thereof, if Registered Securities, and if other than denominations of $5,000 and any integral multiple thereof, if Bearer Securities, the denominations in which Securities of the series shall be issuable;

(9) if other than Dollars, the currency or currencies (including currency unit or units) in which the principal of, premium, if any, and interest, if any, on the Securities of the series shall be payable, or in which the Securities of the series shall be denominated, and the particular provisions applicable thereto in accordance with, in addition to, or in lieu of the provisions of
Section 3.12;

(10) if the payments of principal of, premium, if any, or interest, if any, on the Securities of the series are to be made, at the election of the Company or a Holder, in a currency or currencies (including currency unit or units) other than that in which such Securities are denominated or designated to be payable, the currency or currencies (including currency unit or units) in which such payments are to be made, the terms and conditions of such payments and the manner in which the exchange rate with respect to such payments shall be determined, and the particular provisions applicable thereto in lieu of the provisions of Section 3.12;

(11) if the amount of payments of principal of, premium, if any, and interest, if any, on the Securities of the series shall be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on a currency or currencies (including currency unit or units) other than that in which the Securities of the series are denominated or designated to be payable), the index, formula or other method by which such amounts shall be determined and any special voting or defeasance provisions in connection therewith;

(12) if other than the principal amount thereof, the portion of the principal amount of such Securities of the series which shall be payable upon declaration of acceleration thereof pursuant to
Section 5.2 or the method by which such portion shall be determined;

(13) if other than as provided in Section 3.7, the Person to whom any interest on any Registered Security of the series shall be payable and the manner in which, or the Person to whom, any interest on any Bearer Securities of the series shall be payable;

(14) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;

(15) any deletions from, modifications of or additions to the Events of Default set forth in Section 5.1 or covenants of the Company set forth in Article 9 pertaining to the Securities of the series;

(16) under what circumstances, if any, and with what procedures and documentation the Company will pay additional amounts on the Securities and interest coupons, if any, of that series held by a Person who is not a U.S. Person (including any modification of the definition of such term) in respect of taxes, assessments or similar charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such option);

(17) whether Securities of the series shall be issuable as Registered Securities or Bearer Securities (with or without interest coupons), or both, and any restrictions applicable to the offering, sale, transfer or delivery of Bearer Securities and, if other than as provided in Section 3.5, the terms upon which Bearer Securities of a series may be exchanged for Registered Securities of the same series and vice versa;

(18) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued;

(19) the forms of the Securities and interest coupons, if any, of the series;

(20) the applicability, if any, of Sections 4.4 and 4.5, to the Securities and interest coupons, if any, of or within the series or such other means of defeasance or covenant defeasance as may be specified for the Securities and interest coupons, if any, of such series, and whether, for the purpose of such defeasance or covenant defeasance, the term "Government Obligations" shall include obligations referred to in the definition of such term which are not obligations of the United States or an agency or instrumentality of the United States;

(21) if other than the Trustee, the identity of the Registrar and any Paying Agent;

(22) if the Securities of the series shall be issued in whole or in part in global form, (i) the Depositary for such global Securities, (ii) whether beneficial owners of interests in any Securities of the series in global form may exchange such interests for certificated Securities of such series, to be registered in the names of or to be held by such beneficial owners or their nominees and to be of like tenor of any authorized form and denomination, and (iii) if other than as provided in Section 3.5, the circumstances under which any such exchange may occur;

(23) the designation of the Depositary;

(24) any restrictions on the registration, transfer or exchange of the Securities;

(25) if the Securities of the series may be issued or delivered (whether upon original issuance or upon exchange of a temporary Security of such series or otherwise), or any installment of principal or interest is payable, only upon receipt of certain certificates or other documents or satisfaction of other conditions in addition to those specified in this Indenture, the form and terms of such certificates, documents or conditions;

(26) the terms and conditions of any right to convert or exchange Securities of the series into or for Equity Securities of the Company or other securities or property of the Company;

(27) the relative degree, if any, to which the Securities of the series shall be senior to or be subordinated to other series of Securities, and to other Debt of the Company, in right of payment, whether or not such other series of Securities are Outstanding and such other Debt of the Company is outstanding; and

(28) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture) including any terms which may be required by or advisable under United States laws or regulations or advisable (as determined by the Company) in connection with the marketing of Securities of the series.

(c) All Securities of any one series and interest coupons, if any, appertaining thereto shall be substantially identical except as to denomination and except as may otherwise be provided (i) by a Board Resolution, (ii) by action

taken pursuant to a Board Resolution and (subject to Section 3.3) set forth, or determined in the manner provided, in the related Officers' Certificate or
(iii) in an indenture supplemental hereto. All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for issuances of additional Securities of such series.

(d) If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of such Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth, or providing the manner for determining, the terms of the Securities of such series, and an appropriate record of any action taken pursuant thereto in connection with the issuance of any Securities of such series shall be delivered to the Trustee prior to the authentication and delivery thereof.

Section 3.2. Denominations. Unless otherwise provided as contemplated by Section 3.1, any Registered Securities of a series denominated in Dollars shall be issuable in denominations of $1,000 and any integral multiple thereof and any Bearer Securities of a series denominated in Dollars shall be issuable in the denomination of $5,000 and any integral multiple thereof. Securities denominated in a Foreign Currency shall be issuable in such denominations as are established with respect to such Securities in or pursuant to this Indenture.

Section 3.3. Execution, Authentication, Delivery and Dating. Securities shall be executed on behalf of the Company by the Chairman of the Board, the President, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer or any Vice President of the Company, and need not be attested. The Company's seal shall be reproduced on the Securities. The signatures of any of these officers on the Securities may be manual or facsimile. The interest coupons, if any, of Bearer Securities shall bear the facsimile signature of the Chairman of the Board, the President, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer or any Vice President of the Company, and need not be attested.

Securities and interest coupons bearing the manual or facsimile signatures of individuals who were at any time Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to be Officers prior to the authentication and

delivery of such Securities or were not Officers at the date of such Securities.

At any time and from time to time, the Company may deliver Securities, together with any interest coupons appertaining thereto, of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities to or upon the order of the Company (as set forth in such Company Order); provided, however, that, in the case of Securities of a series offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series.

If the form or terms of the Securities of a series have been established by or pursuant to one or more Board Resolutions or one or more indentures supplemental hereto as permitted by Sections 2.1 and 3.1, in authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to section 315(a) through (d) of the Trust Indenture Act) shall be fully protected in relying upon,

(i) an Opinion of Counsel stating:

(1) if the form or forms of such Securities and any interest coupons have been established by or pursuant to a Board Resolution as permitted by Section 2.1, that such forms have been established in conformity with the provisions of this Indenture;

(2) if the terms of such Securities and any interest coupons have been, or, in the case of Securities of a series offered in a Periodic Offering, will be, established by or pursuant to a Board Resolution as permitted by Section 3.1, that such terms have been, or, in the case of Securities of a series offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture, subject, in the

case of Securities offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel;

(3) if the form or terms of such Securities have been established in an indenture supplemental hereto, that such supplemental indenture has been duly authorized, executed and delivered by the Company and, when duly authorized, executed and delivered by the Trustee, will constitute a legal, valid and binding obligation enforceable against the Company in accordance with its terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and (ii) such other reasonable exceptions as may be specified in such Opinion of Counsel; and

(4) that such Securities, together with any interest coupons appertaining thereto, when issued by the Company and authenticated and delivered by the Trustee in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles (regardless of whether enforcement is sought in a proceeding in equity or at law) and except further as enforcement thereof may be limited by (A) requirements that a claim with respect to any Securities denominated other than in Dollars (or a Foreign Currency or currency unit judgment in respect of such claim) be converted into Dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (B) governmental authority to limit, delay or prohibit the making of payments in Foreign Currencies or currency units or payments outside the United States, and (ii) such other reasonable exceptions as may be specified in such Opinion of Counsel; and

(ii) an Officers' Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with and that, to the knowledge of the signers of such cer-

tificate, no Event of Default with respect to such Securities shall have occurred and be continuing.

Notwithstanding that such form or terms have been so established, the Trustee shall have the right to decline to authenticate such Securities if, in the opinion of the Trustee (after consultation with counsel), the issue of such Securities pursuant to this Indenture will materially adversely affect the Trustee's own rights, duties or immunities under this Indenture or otherwise or if the Trustee determines that such authentication may not lawfully be made.

Notwithstanding the provisions of Section 3.1 and of the two preceding paragraphs, if all of the Securities of any series are not to be issued at one time, it shall not be necessary to deliver the Officers' Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to the two preceding paragraphs in connection with the authentication of each Security of such series if such documents, with appropriate modifications to cover such future issuances, are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in connection with the first authentication of Securities of such series.

If the Company shall establish pursuant to Section 3.1 that the Securities of a series are to be issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one or more Securities in global form that (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 Security or Securities in global form, (ii) shall be registered, if a Registered Security, in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such De-

positary's instruction and (iv) shall bear the legend set forth in Section 2.4.

Each Depositary designated pursuant to Section 3.1 for a Registered Security in global form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. If requested by the Company, the Trustee shall enter into an agreement with a Depositary governing the respective duties and rights of such Depositary and the Trustee with regard to Securities issued in global form.

Each Registered Security shall be dated the date of its authentication and each Bearer Security shall be dated as of the date specified pursuant to Section 3.1.

No Security or interest coupon appertaining thereto shall be entitled to any benefits under this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of one of the authorized signatories of the Trustee or an Authenticating Agent and no interest coupon shall be valid until the Security to which it appertains has been so authenticated. Such signature upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture and is entitled to the benefits of this Indenture. Except as permitted by Section 3.6 or 3.7, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant interest coupons for interest then matured have been detached and cancelled.

Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9 together with a written statement (which need not comply with Section 1.2 hereof and need not be accompanied by an Officers' Certificate or an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture.

Section 3.4. Temporary Securities. Pending the preparation of definitive Securities of any series, the

Company may execute and, upon Company Order, the Trustee shall authenticate and deliver temporary Securities of such series which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor and form, with or without interest coupons, 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 conclusively evidenced by their execution of such Securities and interest coupons, if any. In the case of Securities of any series, such temporary Securities may be in global form, representing all or a portion of the Outstanding Securities of such series.

Except in the case of temporary Securities in global form, each of which shall be exchanged in accordance with the provisions thereof, if temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company pursuant to Section 9.2 in a Place of Payment for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series (accompanied by any unmatured interest coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenor; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided, further, that no definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security unless such delivery shall occur only outside the United States. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series except as otherwise specified as contemplated by Section 3.1.

Section 3.5. Registration, Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company in accordance with
Section 9.2 in a Place of Payment a register (the "Register") in which, subject to such reasonable regulations as it may prescribe,

the Company shall provide for the registration of Registered Securities and the registration of transfers of Registered Securities. The Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Trustee is hereby initially appointed "Registrar" for the purpose of registering Registered Securities and transfers of Registered Securities as herein provided.

Upon surrender for registration of transfer of any Registered Security of any series at the office or agency maintained pursuant to Section 9.2 in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor and containing identical terms and provisions.

Bearer Securities (except for any temporary global Bearer Securities) or any interest coupons appertaining thereto (except for interest coupons attached to any temporary global Bearer Security) shall be transferable by delivery.

At the option of the Holder, Registered Securities of any series (except a Registered Security in global form) may be exchanged for other Registered Securities of the same series, of any authorized denominations, of a like aggregate principal amount and tenor and containing identical terms and provisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities may not be issued in exchange for Registered Securities.

Unless otherwise specified as contemplated by Section 3.1, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations, of like aggregate principal amount and tenor and containing identical terms and condi-

tions, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured interest coupons and all matured interest coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured interest coupon or coupons or matured interest coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing interest coupon or coupons, or the surrender of such missing interest coupon or interest coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing interest coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 9.2, interest represented by interest coupons shall be payable only upon presentation and surrender of those interest coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case any Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the interest coupon relating to such Interest Payment Date or proposed date of payment, as the case may be (or, if such interest coupon is so surrendered with such Bearer Security, such interest coupon shall be returned to the Person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such interest coupon, when due in accordance with the provisions of this Indenture.

Notwithstanding anything herein to the contrary, the exchange of Bearer Securities for Registered Securities shall be subject to applicable laws and regulations in effect at the time of exchange. Neither the Company, the Trustee nor the Registrar shall exchange any Bearer Securi-

ties for Registered Securities if it has received an Opinion of Counsel that as a result of such exchange the Company would suffer adverse consequences under the United States Federal income tax laws and regulations then in effect and the Company has delivered to the Trustee a Company Order directing the Trustee not to make such exchanges thereafter, unless and until the Trustee receives a subsequent Company Order to the contrary. The Company shall deliver copies of such Company Order to the Registrar.

Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in certificated form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.

If at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.3, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company prior to the resignation of the Depositary and, in any event, within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's designation of the Depositary pursuant to Section 3.1(b)(23) shall no longer be effective with respect to the Securities of such series and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form.

The Company may at any time in its sole discretion determine that Securities issued in global form shall no longer be represented by such a Security or Securities in global form. In such event the Company shall execute, and

the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form.

If specified by the Company pursuant to Section 3.1 with respect to a series of Securities, the Depositary for such series may surrender a Security in global form of such series in exchange in whole or in part for Securities of such series in certificated form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

(i) to each Person specified by such Depositary a new certificated Security or Securities of the same series of like tenor, of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Security in global form; and

(ii) to such Depositary a new Security in global form of like tenor in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in global form and the aggregate principal amount of certificated Securities delivered to Holders thereof.

Upon the exchange of a Security in global form for Securities in certificated form, such Security in global form shall be cancelled by the Trustee. Unless expressly provided with respect to the Securities of any series that such Security may be exchanged for Bearer Securities, Securities in certificated form issued in exchange for a Security in global form pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered.

Whenever any Securities are surrendered for exchange, the Company shall execute, and the Trustee shall

authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or upon any 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 Securities surrendered upon such registration of transfer or exchange.

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

No service charge shall be made for any registration of transfer or for any exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration or transfer or exchange of Securities, other than exchanges pursuant to Section 3.4 or 11.7 not involving any transfer.

The Company shall not be required (i) to issue, register the transfer of, or exchange any Securities for a period beginning at the opening of business 15 days before any selection for redemption of Securities of like tenor and of the series of which such Security is a part and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of Securities of like tenor and of such series to be redeemed; (ii) to register the transfer of or exchange any Registered Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part; or
(iii) to exchange any Bearer Security so selected for redemption, except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided that such Registered Security shall be simultaneously surrendered for redemption.

The foregoing provisions relating to registration, transfer and exchange may be modified, supplemented or superseded with respect to any series of Securities by a Board Resolution or in one or more indentures supplemental hereto.

Section 3.6. Replacement Securities. If a mutilated Security or a Security with a mutilated interest coupon appertaining to it is surrendered to the Trustee, together with, in proper cases, such security or indemnity as may be required by the Company or the Trustee to save each of them harmless, the Company shall execute and the Trustee shall authenticate and deliver a replacement Registered Security, if such surrendered Security was a Registered Security, or a replacement Bearer Security with interest coupons corresponding to the interest coupons appertaining to the surrendered Security, if such surrendered Security was a Bearer Security, of the same series and date of maturity.

If there shall be delivered to the Company and the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any Security or Security with a destroyed, lost or stolen interest coupon and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security or interest coupon has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver in lieu of any such destroyed, lost or stolen Security or in exchange for the Security to which a destroyed, lost or stolen interest coupon appertains (with all appurtenant interest coupons not destroyed, lost or stolen), a replacement Registered Security, if such Holder's claim appertains to a Registered Security, or a replacement Bearer Security with interest coupons corresponding to the interest coupons appertaining to the destroyed, lost or stolen Bearer Security or the Bearer Security to which such lost, destroyed or stolen interest coupon appertains, if such Holder's claim appertains to a Bearer Security, of the same series and principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding with interest coupons corresponding to the interest coupons, if any, appertaining to the destroyed, lost or stolen Security.

In case any such mutilated, destroyed, lost or stolen Security or interest coupon has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security or interest coupon, pay such Security or interest coupon; provided, however, that payment of principal of and any premium or interest on Bearer Securities shall, except as otherwise provided in Section 9.2, be payable only at an office or agency located outside the United States and, unless otherwise specified as

contemplated by Section 3.1, any interest on Bearer Securities shall be payable only upon presentation and surrender of the interest coupons appertaining thereto.

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, its agents and counsel) connected therewith.

Every new Security of any series with its interest coupons, if any, issued pursuant to this Section in lieu of any destroyed, lost or stolen Security, or in exchange for a Security to which a destroyed, lost or stolen interest coupon appertains, shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security and its interest coupon, if any, or the destroyed, lost or stolen interest coupon, shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series and their interest coupons, if any, 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 or interest coupons.

Section 3.7. Payment of Interest; Interest Rights Preserved. (a) Unless otherwise provided as contemplated by Section 3.1, interest, if any, on any Registered Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest at the office or agency maintained for such purpose pursuant to Section 9.2; provided, however, that at the option of the Company, interest on any series of Registered Securities that bear interest may be paid (i) by check mailed to the address of the Person entitled thereto as it shall appear on the Register of Holders of Securities of such series or (ii) at the expense of the Company, by wire transfer to an account maintained by the Person entitled thereto as specified in the Register of Holders of Securities of such series.

Unless otherwise provided as contemplated by Section 3.1, (i) interest, if any, on Bearer Securities shall be paid only against presentation and surrender of the interest coupons for such interest installments as are evidenced thereby as they mature and (ii) original issue discount, if any, on Bearer Securities shall be paid only against presentation and surrender of such Securities; in either case at the office of a Paying Agent located outside the United States, unless the Company shall have otherwise instructed the Trustee in writing, provided that any such instruction for payment in the United States does not cause any Bearer Security to be treated as a "registration-required obligation" under United States laws and regulations. The interest, if any, on any temporary Bearer Security shall be paid, as to any installment of interest evidenced by an interest coupon attached thereto only upon presentation and surrender of such interest coupon and, as to other installments of interest, only upon presentation of such Security for notation thereon of the payment of such interest. If at the time a payment of principal of or interest, if any, on a Bearer Security or interest coupon shall become due, the payment of the full amount so payable at the office or offices of all the Paying Agents outside the United States is illegal or effectively precluded because of the imposition of exchange controls or other similar restrictions on the payment of such amount in Dollars, then the Company may instruct the Trustee in writing to make such payments at a Paying Agent located in the United States, provided that provision for such payment in the United States would not cause such Bearer Security to be treated as a "registration-required obligation" under United States laws and regulations.

(b) Unless otherwise provided as contemplated by Section 3.1, any interest on Securities of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date in the case of Registered Securities and upon presentation and surrender of the applicable interest coupon in accordance with the second paragraph of Section 3.7(a) in the case of Bearer Securities (herein called "Defaulted Interest"), shall forthwith cease to be payable to the Holders on the relevant Regular Record Date by virtue of their having been such Holders, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause
(1) or (2) below:

(1) In the case of Registered Securities, the Company may elect to make payment of such Defaulted Interest to the Persons in whose names such Registered

Securities (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Registered Security and the date of the proposed payment, and 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 (1) provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of such Registered Securities at his or her address as it appears in the 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 so mailed, such Defaulted Interest shall be paid to the Persons in whose names such Registered Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

(2)(x) In the case of Registered Securities, the Company may make payment of such Defaulted Interest to the Persons in whose names such Registered Securities (or their respective Predecessor Securities) are registered at the close of business on a specified date in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Registered Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause (2)(x), such manner of payment shall be deemed practicable by

the Trustee; or (y) unless otherwise provided as contemplated by
Section 3.1, in the case of Bearer Securities, the Company may make payment of Defaulted Interest on such Bearer Securities in any lawful manner not inconsistent with the requirements of any securities exchange on which such Bearer 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 (2)(y), such manner of payment shall be deemed practicable by the Trustee.

(c) Subject to the foregoing provisions of this Section and Section 3.5, 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.

(d) Subject to the provisions of Section 14.2, in the case of any Registered Security which is converted or exchanged after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Security the principal of (or premium, if any, on) which shall become due and payable, whether at a Stated Maturity or by declaration of acceleration, call for redemption, or otherwise, prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion or exchange and such interest (whether or not punctually paid or duly provided for) shall be paid to the Person in whose name that Registered Security (or any one or more Predecessor Securities) is registered at the close of business on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Security which is converted or exchanged, interest whose Stated Maturity is after the date of conversion or exchange of such Security shall not be payable.

Section 3.8. Persons Deemed Owners. Unless otherwise provided as contemplated by Section 3.1, prior to due presentment of any Registered Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of, premium, if any, and (subject to Section 3.7) interest on such Registered Security and for all other

purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

Unless otherwise provided as contemplated by Section 3.1, the Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer Security and the bearer of any interest coupon as the absolute owner of such Bearer Security or interest coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Bearer Security or interest coupon be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

None of the Company, the Trustee or any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. No holder of any beneficial interest in any Security in global form, held on its behalf by or through a Depositary, shall have any rights under this Indenture with respect to such Security in global form, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the owner of such Security in global form for all purposes whatsoever. With respect to any Security in global form, nothing herein shall prevent the Company or the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Security in global form or impair, as between such Depositary and owners of beneficial interests in such Security in global form, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Security in global form.

Section 3.9. Cancellation. All Securities and interest coupons appertaining thereto, if any, surrendered for payment, redemption, conversion, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the

Trustee for cancellation any Securities, together with interest coupons appertaining thereto, if any, previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities, together with interest coupons appertaining thereto, if any, previously authenticated hereunder which the Company has not issued and sold, and all Securities and interest coupons so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 3.9, except as expressly permitted by this Indenture. All cancelled Securities and interest coupons held by the Trustee shall be disposed of in accordance with its customary procedures, and the Trustee shall thereafter deliver to the Company a certificate with respect to such disposition.

Section 3.10. Computation of Interest. Except as otherwise specified as contemplated by Section 3.1, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 3.11. CUSIP Numbers. The Company in issuing the Securities may use "CUSIP" numbers (if then generally in use and in addition to the other identification numbers printed on the Securities), and, in such case, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.

Section 3.12. Currency and Manner of Payment in Respect of Securities. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, payment of the principal of, premium, if any, and interest, if any, on any Security of such series will be made in the currency or currencies or currency unit or units in which such Security is payable. The provisions of this Section 3.12 may be modified or superseded pursuant to Section 3.1 with respect to any Securities.

ARTICLE 4

Satisfaction, Discharge and Defeasance

Section 4.1. Termination of Company's Obligations Under the Indenture. (a) This Indenture shall upon a Company Request cease to be of further effect with respect to Securities of or within any series and any interest coupons appertaining thereto (except as to (i) rights of registration, transfer or exchange of such Securities, (ii) rights of replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for, (iii) rights of holders of Securities to receive payments of principal thereof and interest thereon, upon the Stated Maturity thereof (but not upon acceleration), and rights of the Holders to receive mandatory sinking fund payments, if any, (iv) rights of holders of Securities to convert or exchange Securities, (v) rights, obligations, duties and immunities of the Trustee hereunder, (vi) any rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and (vii) the obligations of the Company under Section 9.2) and the Trustee, upon payment of all amounts due it under
Section 6.7, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities and any interest coupons appertaining thereto when

(1) either

(A) all such Securities previously authenticated and delivered and all interest coupons appertaining thereto (other than (i) such interest coupons appertaining to Bearer Securities surrendered in exchange for Registered Securities and maturing after such exchange, surrender of which is not required or has been waived as provided in Section 3.5, (ii) such Securities and interest coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, (iii) such interest coupons appertaining to Bearer Securities called for redemption and maturing after the relevant Redemption Date, surrender of which has been waived as provided in Section 11.6 and (iv) such Securities and interest coupons for whose payment money in the currency or currencies or currency unit or units in which such Securities are payable has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Com-

pany or discharged from such trust, as provided in Section 9.3) have been delivered to the Trustee for cancellation; or

(B) all Securities of such series and, in the case of (i) or (ii) below, any interest coupons appertaining thereto not theretofore delivered to the Trustee for cancellation

(i) have become due and payable, or

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

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

and the Company, 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 currency or currencies or currency unit or units in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities and such interest coupons not theretofore delivered to the Trustee for cancellation, for principal, premium, if any, and interest, with respect thereto, 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; 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 as to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligation of the Company to the Trustee and any predecessor Trustee under
Section 6.7, the obligations of the Company to any Authenticating Agent under
Section 6.13 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this

Section, the obligations of the Trustee under Section 4.2, Section 9.2, the last paragraph of Section 9.3 and Section 10.1 shall survive.

Section 4.2. Application of Trust Funds. Subject to the provisions of the last paragraph of Section 9.3, all money deposited with the Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the Securities, the interest coupons appertaining thereto, if any, and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any and any interest for whose payment such money has been deposited with or received by the Trustee, but such money need not be segregated from other funds except as otherwise provided herein and except to the extent required by law.

Section 4.3. Applicability of Defeasance Provisions; Company's Option to Effect Defeasance or Covenant Defeasance. Except as otherwise specified as contemplated by Section 3.1 for the Securities of any series, the provisions of Sections 4.3 through 4.10 inclusive, with such modifications thereto as may be specified pursuant to Section 3.1 with respect to any series of Securities, shall be applicable to the Securities and any interest coupons appertaining thereto.

Section 4.4. Defeasance and Discharge. On and after the date on which the conditions set forth in Section 4.6 are satisfied with respect to the Securities of or within any series, the Company shall be deemed to have paid and been discharged from its obligations with respect to such Securities and any interest coupons appertaining thereto (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any interest coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any interest coupons appertaining thereto and this Indenture insofar as such Securities and any interest coupons appertaining thereto are concerned (and the Trustee, upon payment of all amounts due it under Section 6.7, at the expense of the Company, shall on a Company Order execute proper instruments acknowledging the same), except the

following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any interest coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities or any interest coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(16); (iii) the Company's obligations with respect to a conversion or exchange of such Securities; (iv) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (v) this Article 4. Subject to compliance with this Article 4, the Company may defease the Securities of any series and any interest coupons appertaining thereto under this Section 4.4 notwithstanding a prior covenant defeasance (as defined herein) under Section 4.5 with respect to such Securities and any interest coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Section 4.5. Covenant Defeasance. On and after the date on which the conditions set forth in Section 4.6 (other than Section 4.6(c)) are satisfied with respect to the Securities of or within any series, (i) the Company shall be released from its obligations under Sections 7.1, 9.4, 9.5 and 9.6 and, if specified pursuant to Section 3.1, its obligations under any other covenant, with respect to such Securities and any interest coupons appertaining thereto and (ii) the occurrence of any event specified in Sections 5.1(3) or
5.1(7) (with respect to any of the obligations described in clause (i) above) or 5.1(4) shall be deemed not to be or result in a Default or Event of Default (hereinafter, "covenant defeasance"), and such Securities and any interest coupons appertaining thereto shall thereafter be deemed to be not "Outstanding" for the purposes of any request, demand, authorization, direction, notice, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with Section 7.1, 9.4, 9.5 or 9.6, such other covenant specified pursuant to Section 3.1, or Section 5.1(4), but shall continue to be deemed "Outstanding" for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such Securities and any interest coupons appertaining thereto, the Company may omit to comply with and

shall have no liability in respect of any term, condition or limitation set forth in any such Section or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under
Section 5.1(3), 5.1(4) or 5.1(7) or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities and any interest coupons appertaining thereto shall be unaffected thereby.

Section 4.6. Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 4.4 or Section 4.5 to any Securities of or within a series and any interest coupons appertaining thereto:

(a) The Company shall have deposited or caused to be deposited irrevocably with the Trustee (or another trustee satisfying the requirements of Section 6.10 who shall agree to comply with, and shall be entitled to the benefits of, the provisions of Sections 4.3 through 4.10 inclusive and the last paragraph of Section 9.3 applicable to the Trustee, for purposes of such Sections also a "Trustee") as trust funds in trust for the purpose of making the payments referred to in clauses (x) and (y) of this Section 4.6(a), specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any interest coupons appertaining thereto, with written instructions to the Trustee as to the application thereof, (A) money in an amount (in such currency, currencies or currency unit or units in which such Securities and any interest coupons appertaining thereto are then specified as payable at Maturity), or (B) if Securities of such series are not subject to repayment at the option of Holders, Government Obligations 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 referred to in clause (x) or (y) of this Section 4.6(a), money in an amount or (C) a combination thereof in an amount, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the Trustee, to pay and dis-

charge, and which shall be applied by the Trustee to pay and discharge, (x) the principal of, premium, if any, and interest, if any, on such Securities and any interest coupons appertaining thereto on the Maturity of such principal or installment of principal or interest and (y) any mandatory sinking fund payments applicable to such Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and such Securities and any interest coupons appertaining thereto. Before such a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date or dates in accordance with Article 11 which shall be given effect in applying the foregoing.

(b) No Default or Event of Default with respect to the Securities of that series shall have occurred or be continuing on the date of such a deposit or shall occur as a result of such a deposit or, insofar as Sections 5.1(5) and (6) are concerned, shall occur at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).

(c) In the case of an election under Section 4.4, the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities and any interest coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such defeasance and will be subject to U.S. Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred.

(d) In the case of an election under Section 4.5, the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that the Holders of such Securities and any interest coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax

purposes as a result of such covenant defeasance and will be subject to U.S. Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit and covenant defeasance had not occurred.

(e) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 4.4 or the covenant defeasance under Section 4.5 (as the case may be) have been complied with.

(f) Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith as contemplated by Section 3.1.

(g) At the time of such deposit: (A) no Default in the payment of principal of (or premium, if any) or interest on any Senior Debt shall have occurred and be continuing or (B) no other Event of Default with respect to any Senior Debt shall have occurred and be continuing and shall have resulted in such Senior Debt becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, or, in the case of either clause (A) or clause (B) above, each such Default or Event of Default shall have been cured or waived or shall have ceased to exist.

Section 4.7. Deposited Money and Government Obligations to Be Held in Trust. Subject to the provisions of the last paragraph of Section 9.3, all money and Government Obligations (or other property as may be provided pursuant to Section 3.1) (including the proceeds thereof) deposited with the Trustee pursuant to Section 4.6 in respect of any Securities of any series and any interest coupons appertaining thereto shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any interest coupons appertaining thereto and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities and any interest coupons appertaining thereto of all sums due and to become due thereon in respect of principal, premium, if any, and interest, if any, but such money need not be segregated from other funds

except as provided herein and except to the extent required by law.

Section 4.8. Repayment to Company. The Trustee (and any Paying Agent) shall promptly pay to the Company upon Company Request any excess money or securities held by them at any time.

The provisions of the last paragraph of Section 9.3 shall apply to any money or securities held by the Trustee or any Paying Agent under this Article 4 that remain unclaimed for two years after the Maturity of any series of Securities for which money or securities have been deposited pursuant to Section 4.6(a).

Section 4.9. Indemnity for Government Obligations. The Company shall pay, and shall indemnify the Trustee against, any tax, fee or other charge imposed on or assessed against Government Obligations deposited pursuant to this Article or the principal and interest and any other amount received on such Government Obligations.

Section 4.10. Reinstatement. If the Trustee (or Paying Agent) is unable to apply any money or Government Obligations in accordance with Section 4.6 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company's obligations under this Indenture and the Securities shall be revived and reinstated, with present and prospective effect, as though no deposit had occurred pursuant to Section 4.6, until such time as the Trustee (or Paying Agent) is permitted to apply all such money or Government Obligations in accordance with Section 4.6; provided, however, that if the Company makes any payment to the Trustee (or Paying Agent) of principal, premium, if any, or interest on any Security following the reinstatement of its obligations, the Trustee (or Paying Agent) shall promptly pay any such amount to the Holders of the Securities and the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money and Government Obligations held by the Trustee (or Paying Agent).

ARTICLE 5

Defaults and Remedies

Section 5.1. Events of Default. An "Event of Default" occurs with respect to the Securities of any series if (whatever 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):

(1) the Company defaults in the payment of interest on any Security of that series or any interest coupon appertaining thereto or any additional amount payable with respect to any Security of that series as specified pursuant to Section 3.1(b)(16) when the same becomes due and payable and such default continues for a period of 30 days;

(2) the Company defaults in the payment of any installment of the principal of or any premium on any Security of that series when the same becomes due and payable at its Maturity;

(3) the Company fails to comply with any of its agreements or covenants in, or any of the provisions of, this Indenture with respect to any Security of that series (other than an agreement, covenant or provision for which non-compliance is elsewhere in this Section specifically dealt with), and such non- compliance continues for a period of 90 days after there has been given, by registered or certified mail, return receipt requested, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of the 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;

(4) the Company defaults under any mortgage, indenture or instrument under which there may be issued, or by which there may be secured or evidenced, any Debt (including this Indenture) having an aggregate principal amount outstanding of at least $25,000,000, whether such Debt now exists or shall hereafter be created, and, as a result of such default, such Debt shall become due and payable, whether by acceleration

or otherwise, and such acceleration shall not be rescinded, annulled or cured within a period of 30 days after there has been given, by registered or certified mail, return receipt requested, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series a written notice specifying such default and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder (it being understood however, that the Trustee shall not be deemed to have knowledge of such default under such agreement or instrument unless a Responsible Officer of the Trustee shall have received written notice thereof from the Company, from any Holder, from the holder of any such Debt or from the trustee under any such agreement or other instrument); provided, however, that if such default under such mortgage, indenture or instrument is remedied or cured by the Company or waived by the holders of such Debt, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Trustee or any of such Holders;

(5) the Company pursuant to or within the meaning of any Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, (E) admits in writing its inability generally to pay its debts as they become due or (F) takes any corporate action in furtherance of such action;

(6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company in an involuntary case, (B) appoints a Custodian of the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company, and such order or decree remains unstayed and in effect for 90 days; or

(7) there occurs any other Event of Default provided as contemplated by Section 3.1 with respect to Securities of that series.

The term "Bankruptcy Law" means Title 11, United States Bankruptcy Code of 1978, as amended, or any similar United States federal or state law relating to bankruptcy,

insolvency, receivership, winding up, liquidation, reorganization or relief of debtors or any amendment to, successor to or change in any such law. The term "Custodian" means any receiver, trustee, assignee, liquidator, custodian, sequestrator or similar official under any Bankruptcy Law.

Section 5.2. Acceleration; Rescission and Annulment. If an Event of Default with respect to the Securities of any series at the time Outstanding (other than an Event of Default specified in clause (5) or (6) of
Section 5.1) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of all of the Outstanding Securities of that series, by written notice received by the Company (and, if given by the Holders, received by the Trustee), may declare the principal (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms of that series) of and accrued interest, if any, on all the Securities of that series to be due and payable and upon any such declaration such principal (or, in the case of Original Issue Discount Securities or Indexed Securities, such specified amount) and interest, if any, shall be immediately due and payable, provided that the payment of principal and interest on such Securities shall remain subordinated to the extent provided in Article 15. If an Event of Default specified in clause (5) or (6) of Section 5.1 with respect to the Securities of any series at the time Outstanding occurs and is continuing, then the principal (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms of that series) of and accrued interest, if any, on all the Securities of that series shall ipso facto be immediately due and payable without any declaration or act on the part of the Trustee or any Holder of such Securities, provided that the payment of principal and interest on such Securities shall remain subordinated to the extent provided in Article 15.

At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series, by written notice to the Trustee, may rescind and annul such declaration and its consequences if all existing Defaults and Events of Default with respect to Securities of that series, other than the non-payment of the principal of

Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.7. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Section 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if

(1) default is made in the payment of any interest on any Security or interest coupon, if any, when such interest becomes due and payable and such default continues for a period of 30 days, or

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities or interest coupons, if any, the whole amount then due and payable on such Securities for principal, premium, if any, and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal, premium, if any, and on any overdue interest, at the rate or rates prescribed therefor in such Securities or interest coupons, if any, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including all amounts due the Trustee, its agents and counsel under Section 6.7.

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

If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights,

whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to secure any other proper remedy, subject, however, to Section 5.8. No recovery of any such judgment upon any property of the Company or of any other obligor upon the Securities shall affect or impair any rights, powers or remedies of the Trustee or the Holders in respect of any sums remaining due and unpaid hereunder after such recovery.

Section 5.4. Trustee May File Proofs of Claim. In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.7.

No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security or interest coupon any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder of a Security or interest coupon thereof or to authorize the Trustee to vote in respect of the claim of any Holder of a Security or interest coupon in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors' or other similar committee.

Section 5.5. Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto.

Section 5.6. Delay or Omission Not Waiver. No delay or omission by the Trustee or any Holder of any Securities to exercise any right or remedy accruing upon an

Event of Default shall impair any such right or remedy or constitute a waiver of or acquiescence in any such Event of Default.

Section 5.7. Waiver of Past Defaults. The Holders of not less than a majority in aggregate principal amount of Outstanding Securities of any series by written notice to the Trustee may waive on behalf of the Holders of all Securities of such series and any interest coupons appertaining thereto a past Default or Event of Default with respect to that series and its consequences except (i) a Default or Event of Default in the payment of the principal of, premium, if any, or interest on any Security of such series or any interest coupon appertaining thereto or (ii) in respect of a covenant or provision hereof which pursuant to Article 8 cannot be amended or modified without the consent of the Holder of each Outstanding Security of such series affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Section 5.8. Control by Majority. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected (with each such series voting as a class) 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 it with respect to Securities of that series; provided, however, that (i) the Trustee may refuse to follow any direction that conflicts with any governmental rule or law or this Indenture, (ii) the Trustee may refuse to follow any direction that is unduly prejudicial to the rights of the Holders of Securities of such series not consenting, or that would in the good faith judgment of the Trustee have a substantial likelihood of involving the Trustee in personal liability without adequate indemnity having been offered therefor and (iii) subject to Section 6.1, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Section 5.9. Limitation on Suits by Holders. No Holder of any Security of any series or any interest coupons appertaining thereto 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) the Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;

(2) the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series have made a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense to be, or which may be, incurred by the Trustee in pursuing the remedy;

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

(5) during such 60-day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series have not given to the Trustee a direction inconsistent with such written request.

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

Section 5.10. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, but subject to Section 9.2, the right of any Holder of a Security or interest coupon to receive payment of principal of, premium, if any, and, subject to Sections 3.5 and 3.7, interest on the Security, on or after the respective due dates expressed in the Security (or, in case of redemption, on the Redemption Dates), the right of any Holder of an interest coupon to receive payment of interest due as provided in such interest coupon, or to bring suit for the enforcement of any such payment on or after such respective dates, and the right, if any, to convert or

exchange such Security in accordance with Article 14, shall not be impaired or affected without the consent of such Holder.

Section 5.11. Application of Money Collected. If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal, premium, if any, or interest, upon presentation of the Securities and interest coupons, if any, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

First: to the Trustee for amounts due under Section 6.7;

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

Third: the balance, if any, to the Company.

The Holders of each series of Securities denominated in ECU, any other currency unit or a Foreign Currency and any matured interest coupons relating thereto shall be entitled to receive a ratable portion of the amount determined by the Trustee by converting the principal amount Outstanding of such series of Securities and matured but unpaid interest on such series of Securities in the currency in which such series of Securities is denominated into Dollars at the Market Exchange Rate as of the date of declaration of acceleration of Maturity of the Securities.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 5.11. At least 15 days before such record date, the Trustee shall mail to each Holder and the Company a notice that states the record date, the payment date and the amount to be paid.

Section 5.12. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any

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

Section 5.13. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee or the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.14. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided, however, that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company.

Section 5.15. Waiver of Stay, Extension or Usury 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 or any usury or other law wherever enacted, now or at any time hereafter in force, which would prohibit or forgive the Company from paying all or any portion of the principal, of, and premium, if any, or interest on the Securities contemplated herein or in the Securities or 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 6

The Trustee

Section 6.1. Certain Duties and Responsibilities of the Trustee. (a) The Trustee's duties and responsibilities under this Indenture shall be governed by Section 315 of the Trust Indenture Act.

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

Section 6.2. Rights of Trustee. Subject to the provisions of the Trust Indenture Act:

(a) The Trustee may rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee need not investigate any fact or matter stated in the document.

(b) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other than delivery of any Security, together with any interest coupons appertaining thereto, to the Trustee for authentication and delivery pursuant to Section 3.3, which shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.

(c) Before the Trustee acts or refrains from acting, it may consult with counsel or require an Officers' Certificate and/or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on a Board Resolution, the advice of counsel acceptable to the Trustee, a certificate of an Officer or Officers deliv-

ered pursuant to Section 1.2, an Officers' Certificate or an Opinion of Counsel.

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

(e) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers.

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

Section 6.3. Trustee May Hold Securities. The Trustee, any Paying Agent, any Registrar or any other agent of the Company or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and interest coupons and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company, an Affiliate or Subsidiary with the same rights it would have if it were not Trustee, Paying Agent, Registrar or such other agent.

Section 6.4. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed upon in writing with the Company.

Section 6.5. Trustee's Disclaimer. The recitals contained herein and in the Securities, except the Trustee's certificate of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities or any interest coupon. The Trustee shall not be accountable for the Company's use of the proceeds from the Securities or for monies paid over to the Company pursuant to the Indenture.

Section 6.6. Notice of Defaults. If a Default occurs and is continuing with respect to the Securities of any series and if it is known to the Trustee, the Trustee shall, within 90 days after the Default occurs, transmit by mail, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, notice of all Defaults known to it unless such Default shall have been cured or waived; provided, however, that, except in the case of a Default in the payment of principal (and premium, if any) or interest on the Securities of any series, the Trustee may withhold the notice if and so long as a Responsible Officer in good faith determines that withholding such notice is in the interests of Holders of Securities of that series.

Section 6.7. Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time reasonable compensation for its services and its counsel. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable fees and out-of-pocket expenses incurred by it and its counsel in connection with the performance of its duties under this Indenture, including those arising in connection with the performance of its duties arising as a result of an Event of Default in Section 5.1, except any such expense as may be attributable to its negligence, recklessness or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee's agents and counsel.

(b) The Company shall indemnify the Trustee for, and hold it harmless against, any loss or liability, damage, claim or reasonable expense including taxes (other than taxes based upon or determined or measured by the income of the Trustee) incurred by it without negligence, recklessness or bad faith and arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the reasonable 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 other than those attributable to its negligence, recklessness or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed.

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

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

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(5) or Section 5.1(6), the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.

The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Section 6.8. Replacement of Trustee. (a) The resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in Section 6.9.

(b) The Trustee may resign at any time with respect to the Securities of any series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.9 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

(c) The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series may remove the Trustee with respect to that series by so notifying the Trustee and the Company.

(d) If at any time:

(1) the Trustee fails to comply with Section 310(b) of the Trust Indenture Act after written request therefor by the Company or by any Holder who has been a

bona fide Holder of a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section 6.10 hereunder or Section 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months; or

(3) the Trustee becomes incapable of acting, is adjudged a bankrupt or an insolvent or a receiver or public officer takes charge of the Trustee or its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by or pursuant to a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to
Section 315(e) of the Trust Indenture Act, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.

(e) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, with respect to Securities of one or more series, the Company shall promptly appoint a successor Trustee with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 6.9. If, within one year after such resignation or removal, or the occurrence of such vacancy, a different successor Trustee with respect to the Securities of any series 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 in accordance with the applicable requirements of Section 6.9, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the

Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 6.9, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

Section 6.9. Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee, without further act, deed or conveyance, shall become vested with all the rights, powers and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all amounts due it under Section 6.7, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

(b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and such successor Trustee shall execute and deliver an indenture supplemental hereto wherein such successor Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, such successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (ii) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (iii) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute

such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall, upon payment of all amounts due it under Section 6.7, duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

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

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

(e) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series in the manner provided for notices to the Holders of Securities in
Section 1.6. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. If the Company fails to give such notice within thirty days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be given at the expense of the Company.

Section 6.10. Eligibility; Disqualification. (a) There shall at all times be a Trustee hereunder which shall be eligible to act as Trustee under Section 310(a)(1) of the Trust Indenture Act, shall be a bank or trust company or corporation organized and doing business and in good

standing under the laws of the United States or of any State thereof or the District of Columbia and shall have (together with its direct parent) a combined capital and surplus of at least $50,000,000. If such company or corporation publishes reports of condition at least annually, pursuant to law or the requirements of Federal, State, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such company or corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Article.

(b) If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture and the Company shall take prompt action to have a successor Trustee appointed in the manner provided herein. Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the second to the last paragraph of Section 310(b) of the Trust Indenture Act or any equivalent successor provision.

Section 6.11. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

Section 6.12. Preferential Collection of Claims Against Company. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions

of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

Section 6.13. Appointment of Authenticating Agent. The Trustee 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 issue, exchange, registration of transfer or partial redemption thereof, 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. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. 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, except as may otherwise be provided pursuant to
Section 3.1, shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States or of any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or the requirements of the aforesaid 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. In case 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 Authen-

ticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent for any series of Securities may at any time resign by giving written notice of resignation to the Trustee for such series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner set forth in Section 1.6, at the expense of the Company, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this Section, subject to Section 6.7.

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 or in lieu of the Trustee's certificate of authentication, an alternate certificate of authentication substantially in the following form:

This is one of the Securities of the series described in the within-mentioned Indenture.

By                       , as
  -----------------------
   Authenticating Agent


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

ARTICLE 7

Consolidation, Merger or Sale by the Company

Section 7.1. Consolidation, Merger or Sale of Assets Permitted. The Company shall not consolidate with or merge into, or sell, transfer, lease or otherwise dispose of its properties and assets as, or substantially as, an entirety to, any Person unless:

(1) (A) the Company will be the surviving entity or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, transfer, lease or other disposition shall have been made, is an entity organized and existing under the laws of the United States, any State thereof or the District of Columbia;

(2) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, transfer, lease or other disposition shall have been made, expressly assumes by supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture, and the Securities and this Indenture will remain in full force and effect as so supplemented; and

(3) immediately after giving effect to such consolidation, merger, sale, transfer, lease or other disposition, no Default or Event of Default exists.

The Company shall deliver to the Trustee prior to the proposed consolidation, merger, sale, transfer, lease or other disposition an Officers' Certificate to the foregoing

effect and an Opinion of Counsel stating that the proposed consolidation, merger, sale, transfer, lease or other disposition and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of such transaction under this Section 7.1 have been met.

Upon any consolidation of the Company with, or merger of the Company into, any other Person or any sale, transfer, lease or other disposition of properties and assets of the Company as, or substantially as, an entirety in accordance with this Section 7.1, the successor Person formed by such consolidation or into which the Company is merged or to which such sale, transfer, lease or other disposition is made shall succeed to and be substituted for, and may exercise every right and power of, the Company hereunder and under the Securities and any interest coupons appertaining thereto with the same effect as if such successor Person had been named hereunder and thereunder and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

ARTICLE 8

Supplemental Indentures

Section 8.1. Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company and the Trustee, at any time and from time to time, may enter into indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities and any interest coupons appertaining thereto; or

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

(3) to add any additional Events of Default with respect to all or any series of Securities; or

(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to facilitate the issuance or administration of Bearer Securities (including, without limitation, to provide that Bearer Securities may be registrable as to principal only) or to facilitate the issuance or administration of Securities in global form; or

(5) to change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or

(6) to secure the Securities pursuant to the requirements of Section 9.5 or otherwise; or

(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or

(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.9; or

(9) if allowed without penalty under applicable laws and regulations, to permit payment in the United States (including any of the States thereof and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction of principal, premium, if any, or interest, if any, on Bearer Securities or interest coupons, if any; or

(10) 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, provided such action shall not adversely affect in any material respect the interests of the Holders of Securities of any series; or

(11) to make provision not adverse to the Holders of Outstanding Securities of any series with respect to any conversion or exchange rights of Holders pursuant to the requirements of Article 14, including providing for the conversion or exchange of the Securities into any Equity Securities or property of the Company; or

(12) to cure any ambiguity, correct any mistake or comply with any mandatory provision of law; or

(13) to modify the provisions in Article 15 of this Indenture with respect to the subordination of Outstanding Securities of any series in a manner not adverse to the Holders thereof; or

(14) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act or under any similar federal statute subsequently enacted, and to add to this Indenture such other provisions as may be expressly required under the Trust Indenture Act.

Section 8.2. Supplemental Indentures With Consent of Holders. With the consent of the Holders of not less than a majority of the aggregate principal amount of the Outstanding Securities of all series adversely affected by such supplemental indenture (voting as one class), by Act of said Holders delivered to the Company, the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change in any manner or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify in any manner the rights of the Holders of such Securities; provided, however, that without the consent of the Holder of each Outstanding Security affected thereby, an amendment under this Section may not:

(1) change the Stated Maturity of the principal of, or premium, if any, on, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined or reduce the amount of the principal of any Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity

thereof pursuant to Section 5.2, or change the currency or currency unit in which any Securities or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);

(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 reduce the requirements of Section 13.4 for quorum or voting;

(3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in
Section 9.2;

(4) make any change that adversely affects any right to convert or exchange any Security to which the provisions of Article 14 are applicable or, except as provided in this Indenture, decrease the conversion or exchange rate or increase the conversion or exchange price of any such Security;

(5) modify the provisions in Article 15 of this Indenture with respect to the subordination of Outstanding Securities of any series in a manner adverse to the Holders thereof; or

(6) make any change in this Section 8.2 except to increase any percentage or to provide that certain other provisions of this Indenture cannot be modified or waived with the consent of the Holders of each Outstanding Security affected thereby.

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 is not necessary under this Section 8.2 for the Holders to consent to the particular form of any proposed supplemental indenture, but it is sufficient if they consent to the substance thereof.

Section 8.3. Compliance with Trust Indenture Act. Every amendment to this Indenture or the Securities of one or more series shall be set forth in a supplemental indenture that complies with the Trust Indenture Act as then in effect.

Section 8.4. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Officers' Certificate and 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 8.5. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder and of any interest coupon appertaining thereto shall be bound thereby.

Section 8.6. Reference in Securities to Supplemental Indentures. Securities, including any interest coupons, of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities including any interest coupons of any series so modified as to conform, in the opinion of the Company, 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 including any interest coupons of such series.

Section 8.7. Notice of Supplemental Indentures. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of Section 8.2, the Company shall give notice thereof to the Holders of each Outstanding Security affected, in the manner provided for in Section 1.6, setting forth in general terms the substance of such supplemental indenture. Any failure of the Company to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

ARTICLE 9

Covenants

Section 9.1. Payment of Principal, Premium, if any, and Interest. The Company covenants and agrees for the benefit of the Holders of each series of Securities that it will duly and punctually pay the principal of, premium, if any, and interest, together with additional amounts, if any, on the Securities of that series in accordance with the terms of the Securities of such series, any interest coupons appertaining thereto and this Indenture; provided, however, that amounts properly withheld under the Internal Revenue Code of 1986, as amended, by any Person from a payment to any Holder of Securities, after having requested such Holder to provide applicable information that would allow such Person to make such payment without withholding, shall be considered as having been paid by the Company to such Holder for purposes of this Indenture. An installment of principal, premium, if any, or interest shall be considered paid on the date it is due if there shall have been sent to the Trustee or Paying Agent by wire transfer (provided, that the Funds sent by such wire transfer shall have been received by the Trustee by no later than 5:30 p.m., New York City time, on the Business Day immediately following such date), or if the Trustee or Paying Agent otherwise holds, on such date money designated for and sufficient to pay the installment.

Section 9.2. Maintenance of Office or Agency. Unless otherwise specified as contemplated by Section 3.1, if Securities of a series are issued as Registered Securities, the Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. Unless otherwise specified as contemplated by Section 3.1, if Securities of a series are issuable as Bearer Securities,

the Company will maintain, (i) subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for that series which is located outside the United States where Securities of that series and related interest coupons may be presented and surrendered for payment; provided, however, that if the Securities of that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of that series are listed on such exchange, and
(ii) subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for that series which is located outside the United States, where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

Unless otherwise specified as contemplated by Section 3.1, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States, by check mailed to any address in the United States, by transfer to an account located in the United States or upon presentation or surrender in the United States of a Bearer Security or interest coupon for payment, even if the payment would be credited to an account located outside the United States; provided, however, that, if the Securities of a series are denominated and payable in Dollars, payment of principal of and any premium or interest on any such Bearer Security shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for the purpose by the Company in accordance with this Indenture is

illegal or effectively precluded by exchange controls or other similar restrictions.

Unless otherwise specified as contemplated by Section 3.1, the Company may also from time to time designate one or more other offices or agencies where the Securities (including any interest coupons, if any) of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities (including any interest coupons, if any) of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Unless otherwise specified as contemplated by Section 3.1, the Trustee shall initially serve as Paying Agent.

Section 9.3. Money for Securities Payments to Be Held in Trust; Unclaimed Money. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities and any interest coupons appertaining thereto, it will, on or before each due date of the principal of, premium, if any, or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, if any, or interest 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 in writing of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of Securities and any interest coupons appertaining thereto, it will, prior to each due date of the principal of or any premium or interest on any Securities of that 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.

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

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

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

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

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the terms set forth in this Indenture; 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 any principal of or premium or interest on any Security of any series and remaining unclaimed for two years after such principal, 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 discharged from such trust; and the Holder of such Security and interest coupon, if any, shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may in the name and at the expense of the Company cause to be published once, in an Authorized Newspaper in each Place of Payment with respect to such series, or cause to be mailed to such Holder, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from

the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 9.4. Corporate Existence. Subject to Article 7, the Company will at all times do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and its rights and franchises; provided that nothing in this Section 9.4 shall prevent the abandonment or termination of any right or franchise of the Company if it shall be determined that such abandonment or termination is desirable in the conduct of the business of the Company.

Section 9.5. Limitations on Liens. The Company will not, nor will it permit any Restricted Subsidiary to, issue, assume or guarantee any debt for money borrowed (excluding trade accounts payable or accrued liabilities arising in the normal course of business) (herein referred to as "Indebtedness") if such Indebtedness is secured by any mortgage, security interest, pledge, lien or other encumbrance (herein referred to as a "Lien" or "Liens") upon any Principal Property of the Company or of a Restricted Subsidiary or on any shares of stock of any Restricted Subsidiary, whether such Principal Property or shares of stock are owned at the date of this Indenture or thereafter acquired, without in any such case effectively providing that the Securities of any outstanding series that are entitled to the benefits of such provision of this Indenture (together with, if the Company shall so determine, any other indebtedness of or guaranteed by the Company or such Restricted Subsidiary entitled thereto, subject to applicable priority of payment) shall be secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness shall be so secured; provided, however, that the foregoing restriction does not apply to any of the following:

(a) Liens on any property or assets acquired, constructed or improved by the Company or any Restricted Subsidiary which are created or assumed prior to, contemporaneously with, or within one year after the later of such acquisition, completion of such construction or improvement or commencement of operation of such property or assets to secure or provide for the payment of all or any part of the purchase price of such property or assets or the cost of such construction or improvement;

(b) Liens on any property or assets existing thereon at the time of the acquisition thereof by the Company or any Restricted Subsidiary;

(c) Liens on any property, assets or stock of any Person existing at the time such Person is merged with or into or consolidated with the Company or a Restricted Subsidiary or at the time of a purchase, lease or other acquisition of the properties, assets or stock of such Person;

(d) Liens on property, assets or securities of a Person existing at the time such Person becomes a Restricted Subsidiary;

(e) Liens to secure Indebtedness of a Restricted Subsidiary to the Company or to another Restricted Subsidiary;

(f) Liens in favor of the United States or any State thereof, or any department, agency or instrumentality or political subdivision of the United States or any State thereof, to secure partial progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property or assets subject to such Liens;

(g) any Lien upon any property or assets in accordance with customary banking practice to secure any Indebtedness incurred by the Company or any Restricted Subsidiary in connection with the exporting of goods to, or between, or the marketing of goods in, or the importing of goods from, foreign countries;

(h) any Lien in existence on the date of this Indenture or created pursuant to an "after-acquired property" clause or similar term in existence on the date of this Indenture or any mortgage, pledge agreement, security agreement or other similar instrument in existence on the date of this Indenture; and

(i) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (a) to (h), inclusive; provided, however, that the principal amount of Indebtedness secured thereby shall not exceed the greater of the principal

amount of Indebtedness so secured at the time of such extension, renewal or replacement and the original principal amount of the Indebtedness so secured (plus, in each case, the aggregate amount of premiums, other payments, costs and expenses required to be paid or incurred in connection with such extension, renewal or replacement); provided, further, however, that such extension, renewal or replacement shall be limited to all or a part of the property
(including improvements, alterations and repairs on such property)
subject to the encumbrance so extended, renewed or replaced (plus improvements, alterations or repairs on such property).

Notwithstanding the foregoing, such restriction does not apply to the issuance, assumption or guarantee by the Company or any Restricted Subsidiary of Indebtedness secured by a Lien which would otherwise be subject to the foregoing restrictions up to an aggregate principal amount which, together with all other Indebtedness of the Company and its Restricted Subsidiaries secured by Liens which would otherwise be subject to the foregoing restrictions (other than Liens permitted under the foregoing exceptions) and the net sale proceeds from Sale and Leaseback Transactions (as defined in Section 9.6) in existence at such time (other than any Sale and Leaseback Transaction permitted by clauses (i) through (v), inclusive, of Section 9.6), does not at the time exceed 15% of Consolidated Net Tangible Assets.

Section 9.6. Restrictions on Sale and Leaseback Transactions. The Indenture will provide that the Company will not, nor will it permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing to the Company or any Restricted Subsidiary of any Principal Property which Principal Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a "Sale and Leaseback Transaction") unless (i) the Company or such Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the Principal Property to be leased as permitted by clauses (a) through
(i), inclusive, of Section 9.5, in an amount equal to or exceeding the net sale proceeds from such Sale and Leaseback Transaction without equally and ratably securing the Securities; (ii) the lease is for a term, including any renewal thereof, of not more than three years; (iii) the lease is between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) such Sale and Leaseback Transaction occurs within one year from the date of acquisition of the Principal Property subject thereto or the date of completion

of construction or commencement of operations, whichever is later; or (v) the Company shall, and in any such case the Company covenants that it will, within 180 days of the effective date of any such arrangement, apply an amount equal to the net sale proceeds from Sale and Leaseback Transactions to (x) repayment, redemption or retirement of Funded Debt of the Company or any Restricted Subsidiary or (y) investment in another Principal Property. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, effect any Sale and Leaseback Transaction, provided that the net sale proceeds from such Sale and Leaseback Transaction, together with the aggregate principal amount of outstanding Indebtedness (other than the Securities) secured by Liens upon Principal Properties not excepted by any of clauses (a) through (i), inclusive, of Section 9.5, do not exceed 15% of the Consolidated Net Tangible Assets.

Section 9.7. Annual Review Certificate. The Company covenants and agrees to deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, a certificate from the principal executive officer, principal financial officer or principal accounting officer of the Company stating that a review of the activities of the Company during such year and of performance under this Indenture has been made under his or her supervision and to the best of his or her knowledge, based on such review, the Company has fulfilled all of its obligations under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him or her and the nature and status thereof. For purposes of this Section 9.7, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

ARTICLE 10

Holders' Lists and Reports by Trustee and Company

Section 10.1. Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee:

(a) semi-annually, not more than 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Registered Securities of each series as of such Regular Record Date; and

(b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;

excluding from any such list names and addresses possessed by the Trustee in its capacity as Registrar.

Section 10.2. Preservation of Information, Communications to Holders. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of Registered Securities contained in the most recent list furnished to the Trustee as provided in Section 10.1 and the names and addresses of Holders of Registered Securities received by the Trustee in its capacity as Registrar. The Trustee may destroy any list furnished to it as provided in Section 10.1 upon receipt of a new list so furnished.

(b) The rights of Holders of Securities to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided in the Trust Indenture Act.

(c) Every Holder of Securities and interest coupons appertaining thereto, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of the disclosure of information as to the names and addresses of the Holders of Securities made pursuant to the Trust Indenture Act.

Section 10.3. Reports by Trustee. (a) The Trustee shall transmit to Holders of Securities such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act, at the times and in the manner provided pursuant thereto.

(b) Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted no later than July 15 in each calendar year, commencing with the first July 15 after the first issuance of Securities under this Indenture.

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

Section 10.4. Reports by the Company. (a) The Company shall file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended; or, if the Company is not required to file information, documents or reports pursuant to either of such sections, then to file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations.

(b) The Company shall file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants provided for in this Indenture, as may be required from time to time by such rules and regulations.

(c) The Company shall transmit by mail to all Holders of Securities, within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by the Company pursuant to Sections 10.4(a) and (b), as may be required by rules and regulations prescribed from time to time by the Commission.

ARTICLE 11

Redemption

Section 11.1. Applicability of Article. Securities (including interest coupons, if any) of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.1 for Securities of any series) in accordance with this Article.

Section 11.2. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities, including interest coupons, if any, that, at the time of such election, may be redeemed at the option of the Company, shall be evidenced by or pursuant to a Board Resolution. In the case of any such redemption at the election of the Company of less than all the Securities or interest coupons, if any, of any series, the Company shall, at least 45 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, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities 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 11.3. Selection of Securities to Be Redeemed. Unless otherwise specified as contemplated by Section 3.1, if less than all the Securities (including interest coupons, if any) of a series with the same terms are to be redeemed, the Trustee, not more than 45 days prior to the Redemption Date, shall select the Securities of the series to be redeemed in such manner as the Trustee shall deem fair and appropriate. The Trustee shall make the selection from Securities of the series that are Outstanding and that have not previously been called for redemption and may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities, including interest coupons, if any, of that series or any integral multiple thereof) of the principal amount of Securities, including interest coupons, if any, of such series of a denomination larger than the minimum

authorized denomination for Securities of that series. The Trustee shall promptly notify the Company in writing of the Securities selected by the Trustee for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. If the Company shall so direct, Securities registered in the name of the Company, any Affiliate or any Subsidiary thereof shall not be included in the Securities selected for redemption.

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

Section 11.4. Notice of Redemption. Unless otherwise specified as contemplated by Section 3.1, notice of redemption shall be given in the manner provided in Section 1.6 not less than 30 days nor more than 60 days prior to the Redemption Date to the Holders of the Securities to be redeemed.

All notices of redemption shall state:

(1) the Redemption Date;

(2) the Redemption Price;

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

(4) the Place or Places of Payment where such Securities, together in the case of Bearer Securities with all interest coupons appertaining thereto, if any, maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price;

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

(6) that, on the Redemption Date, the Redemption Price will become due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date;

(7) that the redemption is from a sinking fund, if such is the case;

(8) that, unless otherwise specified in such notice, Bearer Securities of any series, if any, surrendered for redemption must be accompanied by all interest coupons maturing subsequent to the Redemption Date or the amount of any such missing interest coupon or interest coupons will be deducted from the Redemption Price, unless security or indemnity satisfactory to the Company, the Trustee and any Paying Agent is furnished;

(9) the CUSIP number, if any, of the Securities;

(10) if applicable, the conversion or exchange price, the date on which the right to convert or exchange the Securities (or portions thereof to be redeemed) will terminate and the place or places where such Securities may be surrendered for conversion or exchange; and

(11) the procedures that a Holder must follow to surrender the Securities so to be redeemed.

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

Section 11.5. 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 9.3) an amount of money in the currency or currencies (including currency unit or units) in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.1 for the Securities of such series) sufficient to pay on the Redemption Date the Redemption Price of, and (unless the Redemption Date shall be an Interest Payment Date) interest accrued to the Redemption Date on, all Securities or portions thereof which are to be redeemed on that date.

Unless any Security by its terms prohibits any redemption obligation from being satisfied by delivering and crediting Securities (including Securities redeemed otherwise than through a sinking fund), the Company may deliver such Securities to the Trustee for crediting of an amount equal to the then applicable Redemption Price for such Securities against such payment obligation in accordance with the terms of such Securities and this Indenture.

Section 11.6. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest and the interest coupons for any such interest appertaining to any Bearer Security so to be redeemed, except to the extent provided below, shall be void. Except as provided in the next succeeding paragraph, upon surrender of any such Security, including interest coupons, if any, for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located outside the United States and its possessions (except as otherwise provided in Section 9.2) and, unless otherwise specified as contemplated by Section 3.1, only upon presentation and surrender of interest coupons for such interest; and provided, further, that, unless otherwise specified as contemplated by Section 3.1, installments of interest on Registered Securities that are due and payable on Interest Payment Dates that are on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Dates according to their terms and the provisions of Section 3.7.

If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant interest coupons maturing after the Redemption Date, such Bearer Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing interest coupons, or the surrender of such missing interest coupon or interest coupons may be waived by the Company and the Trustee if there be furnished to them such security or

indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to the Trustee or any Paying Agent any such missing interest coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided, however, that interest represented by interest coupons shall be payable only at an office or agency located outside of the United States (except as otherwise provided pursuant to Section 9.2) and, unless otherwise specified as contemplated by
Section 3.1, only upon presentation and surrender of those interest coupons.

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

Section 11.7. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part at any Place of Payment therefor (with, if the Company or the Trustee so required, 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 or her attorney duly authorized in writing), the Company shall execute and the Trustee shall authenticate and deliver to the Holder of that Security, without service charge, a new Security or Securities of the same series, having the same form, terms and Stated Maturity, in any authorized denomination equal in aggregate principal amount to the unredeemed portion of the principal amount of the Security surrendered.

ARTICLE 12

Sinking Funds

Section 12.1. Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 3.1 for Securities of such series.

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a "mandatory sinking fund payment," and any payment in excess of such minimum amount provided

for by the terms of Securities of any series is herein referred to as an "optional sinking fund payment." If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.2. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.

Section 12.2. Satisfaction of Sinking Fund Payments with Securities. The Company (i) may deliver Outstanding Securities of a series (other than any previously called for redemption) together, in the case of Bearer Securities of such series, with all unmatured interest coupons appertaining thereto and (ii) may apply as a credit Securities of a series which have been (x) redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, (y) converted or exchanged pursuant to Article 14 or (z) previously delivered to the Trustee and cancelled without reissuance pursuant to Section 3.9, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 12.3. Redemption of Securities for Sinking Fund. Not less than 45 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to
Section 12.2 and stating the basis for such credit and that such Securities have not been previously so credited, and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.3 and cause notice of the

redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.6 and 11.7.

ARTICLE 13

Meetings of Holders of Bearer Securities

Section 13.1. Purposes for Which Meetings May Be Called. A meeting of Holders of Securities of any series issuable as Bearer Securities may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, election, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such series.

Section 13.2. Call, Notice and Place of Meetings. (a) The Trustee may at any time call a meeting of Holders of Securities of any series issuable as Bearer Securities for any purpose specified in Section 13.1, to be held at such time and at such place in The City of New York or in such other place as may be acceptable to the Company. Notice of every meeting of Holders of Securities, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 1.6, not less than 21 nor more than 180 days prior to the date fixed for the meeting.

(b) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 25% in principal amount of the Outstanding Securities of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 13.1, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Securities of such series in the amount specified, as the case may be, may determine the time and the place in The City of New York or such other place as may be acceptable to the Company for such meeting

and may call such meeting for such purposes by giving notice thereof as provided in paragraph (a) of this Section.

Section 13.3. Persons Entitled to Vote at Meetings. To be entitled to vote at any meeting of Holders of Securities of any series issuable as Bearer Securities, a Person shall be (a) a Holder of one or more Outstanding Securities of such series, or (b) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

Section 13.4. Quorum; Action. The Persons entitled to vote a majority in principal amount of the Outstanding Securities of the applicable series shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any such adjourned meeting shall be given as provided in Section 13.2(a), except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened.

At the reconvening of any meeting adjourned for a lack of a quorum pursuant to the preceding paragraph, the Persons entitled to vote 25% in principal amount of the Outstanding Securities of the applicable series at the time shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of a meeting adjourned for lack of a quorum shall state expressly the percentage of the principal amount of the Outstanding Securities of such series which shall constitute a quorum.

At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters (except as limited by the proviso

to Section 8.2) shall be effectively passed and decided if passed or decided by the Persons entitled to vote not less than the lesser of (i) a majority in principal amount of Outstanding Securities of the applicable series and (ii) 66 2/3% in principal amount of Outstanding Securities of such series represented and voting at such meeting; provided, however, that any resolution with respect to any request, demand, authorization, direction, notice, consent, election, waiver or other Act which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the lesser of (i) the Holders of such specified percentage in principal amount of the Outstanding Securities of such series and (ii) a majority in principal amount of Outstanding Securities of such series represented and voting at such meeting or adjourned meeting.

Any resolution passed or decisions taken at any meeting of Holders of Securities of any series issuable as Bearer Securities duly held in accordance with this Section shall be binding on all the Holders of Securities of such series and interest coupons, whether or not present or represented at the meeting.

In the event that any meeting shall be adjourned for lack of a quorum or that, at any meeting at which a quorum is present, any proposed resolution or decision shall not be passed or taken because the Holders of the percentage of Outstanding Securities of any series issuable as Bearer Securities needed to approve such resolution or decision did not vote in favor of such resolution or decision, the principal amount of Outstanding Securities of such series represented at such meeting and voting in favor of such resolution or decision may be counted for purposes of calculating whether the consent of the Holders of the percentage of Outstanding Securities of such series needed in order to make, give or take any request, demand, authorization, direction, notice, consent, election, waiver or other action has been obtained, and such vote shall constitute the consent thereto of such Holders.

Section 13.5. Determination of Voting Rights; Conduct and Adjournment of Meetings. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of any series issuable as

Bearer Securities in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities of a series issuable as Bearer Securities shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be provided in the manner specified in Section 1.4 or by having the signature of the Person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 1.4 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 1.4 or other proof.

(b) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be a Responsible Officer of the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities of a series as provided in Section 13.2(b), in which case the Company or the Holders of Securities of such series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting.

(c) At any meeting each Holder of a Security or proxy shall be entitled to one vote for each U.S. $5,000 principal amount of Securities held or represented by him or her; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security or proxy.

(d) Any meeting of Holders of Securities of a series issuable as Bearer Securities duly called pursuant to Section 13.2 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting, and the meeting may be held as so adjourned without further notice.

Section 13.6. Counting Votes and Recording Action of Meetings. The vote upon any resolution submitted to any meeting of Holders of Securities of any series issuable as Bearer Securities shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities held or represented by them. The permanent chairman of the meeting shall appoint an inspector of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting its verified written report of all votes cast at the meeting. A record of the proceedings of each meeting of Holders of Securities shall be prepared by the applicable secretary of the meeting and there shall be attached to said record the original report of the inspector of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 13.2 and, if applicable, Section 13.4. At least two copies of such record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one copy thereof shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

ARTICLE 14

Conversion or Exchange of Securities

Section 14.1. Applicability of Article. (a) The provisions of this Article 14 shall be applicable to the Securities of any series which are convertible or exchangeable into Equity Securities of the Company, and to the issuance of such Equity Securities upon the conversion or exchange of such Securities, except as otherwise specified as contemplated by
Section 3.1 for the Securities of such series.

(b) For purposes of this Article 14, the term "Equity Securities" shall mean all or any of the following, authorized from time to time: (i) the Company's Common Stock, par value $1.00 per share (the "Common Stock"), (ii) the Company's Preferred Stock, no par value per share (the

"Preferred Stock"), and (iii) any other equity securities of the Company.

Section 14.2. Exercise of Conversion or Exchange Privilege.
(a) In order to exercise a conversion or exchange privilege, the Holder of a Security of a series with such privilege shall surrender such Security, together, in the case of any Bearer Security, with all unmatured interest coupons and any matured interest coupons in default appertaining thereto, to the Company at the office or agency maintained for that purpose pursuant to
Section 9.2, accompanied by written notice to the Company that the Holder elects to convert or exchange such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for Equity Securities which shall be issuable on such conversion or exchange shall be issued. Registered Securities surrendered for conversion or exchange shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing.

(b) Registered Securities so surrendered for conversion or exchange during the period from the close of business on any Regular Record Date to the opening of business on the corresponding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted or exchanged, and such interest shall be payable to such registered Holder on such Interest Payment Date notwithstanding the conversion or exchange of such Security, subject to the provisions of Section 3.7 relating to the payment of Defaulted Interest by the Company.

(c) As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder

or on its written order, a certificate or certificates for the number of Equity Securities issuable upon the conversion or exchange of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Equity Security otherwise issuable upon such conversion or exchange.

(d) Such conversion or exchange shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion or exchange by the Company and such Security shall have been surrendered as aforesaid and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for Equity Securities of the Company shall be issuable upon such conversion or exchange shall be deemed to have become the Holder or Holders of record of the Equity Securities represented thereby. Except as set forth above and subject to paragraph (d) of
Section 3.7, no payment or adjustment shall be made upon any conversion or exchange on account of any interest accrued on the Securities surrendered for conversion or exchange, or on account of any dividends on the Equity Securities of the Company issued upon such conversion or exchange if the record date for the payment of such dividends occurs prior to or on the date on which such conversion or exchange shall be deemed to have been effected.

In the case of any Security which is converted or exchanged in part only, upon such conversion or exchange the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted or unexchanged portion of such Security.

Section 14.3. No Fractional Equity Securities. No fractional Equity Security of the Company shall be issued upon conversions or exchanges of Securities of any series. If more than one Security shall be surrendered for conversion or exchange at one time by the same Holder, the number of full shares of the Equity Security which shall be issuable upon conversion or exchange shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted

hereby) so surrendered. If, except for the provisions of this Section 14.3, any Holder of a Security or Securities would be entitled to a fractional share of any Equity Security of the Company upon the conversion or exchange of such Security or Securities, or specified portions thereof, the Company shall pay to such Holder an amount in cash equal to the current market value of such fractional share computed, (i) if such Equity Security is listed or admitted to unlisted trading privileges on a national securities exchange, on the basis of the last reported sale price regular way on the principal exchange where such Equity Security is listed or admitted, on the last trading day prior to the date of conversion or exchange upon which such a sale shall have been effected,
(ii) if such Equity Security is not at the time so listed or admitted on a national securities exchange but is quoted on the National Market System of the National Association of Securities Dealers, Inc. ("NASDAQ"), on the basis of the average of the bid and asked prices of such Equity Security on NASDAQ on the last trading day prior to the date of conversion or exchange, (iii) if such Equity Security is not at the time so listed or admitted to unlisted trading privileges on a national securities exchange or quoted on NASDAQ, on the basis of the average of the bid and asked prices of such Equity Security in the over-the- counter market, on the last trading day prior to the date of conversion or exchange, as reported by the National Quotation Bureau Incorporated or similar organization if the National Quotation Bureau Incorporated is no longer reporting such information, or (iv) in accordance with the terms of the supplemental indenture or Board Resolutions setting the terms of the Securities of such series. For purposes of this Section, "trading day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday other than any day on which the applicable Equity Security is not traded or quoted on a national securities exchange, or if the applicable Equity Security is not traded or quoted on a national securities exchange, on NASDAQ or the principal exchange or market on which the applicable Equity Security is traded or quoted.

Section 14.4. Adjustment of Conversion or Exchange Price; Consolidation or Merger. The conversion or exchange price of Securities of any series that is convertible or exchangeable into an Equity Security of the Company shall be adjusted for any stock dividends, stock splits, reclassification, combinations or similar transactions, and the securities, assets or other property into or for which such Securities may be converted or exchanged as a result of any consolidation, merger, combination or

similar transaction shall be determined, in accordance with the terms of the supplemental indenture or Board Resolutions setting the terms of the Securities of such series.

Whenever the conversion or exchange price is adjusted, the Company shall compute the adjusted conversion or exchange price in accordance with the terms of the applicable Board Resolution or supplemental indenture and shall prepare an Officers' Certificate setting forth the adjusted conversion or exchange price and showing in reasonable detail the facts upon which such adjustment is based. Whenever the securities, assets or other property into or for which Securities of any series may be converted or exchanged are changed as a result of any consolidation, merger or similar transaction, the Company shall determine the nature and amount of such securities, assets or other property in accordance with the terms of the applicable Board Resolution or supplemental indenture and shall prepare an Officer's Certificate describing such securities, assets or other property and stating the amount of such securities, assets or other property into or for which such Securities have become convertible or exchangeable. Such certificates shall forthwith be filed at each office or agency maintained for the purpose of conversion or exchange of Securities pursuant to Section 9.2 and, if different, with the Trustee. The Company shall forthwith cause a notice setting forth the adjusted conversion or exchange price or describing such securities, assets or other property, as applicable, to be mailed, first class postage prepaid, to each Holder of Registered Securities of such series at its address appearing on the Register and to any conversion or exchange agent other than the Trustee.

Section 14.5. Notice of Certain Corporate Actions. If any series of Securities which are directly or indirectly convertible or exchangeable for any Equity Securities are Outstanding, in case:

(a) the Company shall declare a dividend (or any other distribution) on any class of such Equity Securities payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any stockholder of the Company is required); or

(b) the Company shall authorize the granting to the holders of any class of such Equity Securities of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of

any other rights (other than any such grant for which approval of any stockholder of the Company is required); or

(c) of any reclassification of any class of such Equity Securities (other than a subdivision or combination of its outstanding Equity Securities, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any stockholder of the Company is required), or of the sale of all or substantially all of the assets of the Company; or

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

then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their addresses as they shall appear in the Register, at least 15 days (or 10 days in any case specified in clause (a) or
(b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the Holders of such Equity Securities of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of such Equity Securities of record shall be entitled to exchange such Equity Securities for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion or exchange agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Section 14.6. Reservation of Equity Securities. The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Equity Securities, for the purpose of effecting the conversion or exchange of Securities, the full number of Equity Securities of the Company then issuable upon the conversion or exchange of all Outstanding Securities of any series that has conversion or exchange rights.

Section 14.7. Payment of Certain Taxes Upon Conversion or Exchange. The Company will pay any and all taxes that may be payable in respect of the issue or delivery of its Equity Securities on conversion or exchange of Securities pursuant hereto. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of its Equity Securities in a name other than that of the Holder of the Security or Securities to be converted or exchanged, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Company the amount of any such tax, or has established, to the satisfaction of the Company, that such tax has been paid.

Section 14.8. Duties of Trustee Regarding Conversion or Exchange. Neither the Trustee nor any conversion or exchange agent shall at any time be under any duty or responsibility to any Holder of Securities of any series that is convertible or exchangeable into Equity Securities of the Company to determine whether any facts exist which may require any adjustment of the conversion or exchange price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, whether herein or in any supplemental indenture, any resolutions of the Board of Directors or written instrument executed by one or more officers of the Company provided to be employed in making the same. Neither the Trustee nor any conversion or exchange agent shall be accountable with respect to the validity or value (or the kind or amount) of any Equity Securities of the Company, or of any securities or property, which may at any time be issued or delivered upon the conversion or exchange of any Securities and neither the Trustee nor any conversion or exchange agent makes any representation with respect thereto. Subject to the provisions of Section 6.1, neither the Trustee nor any conversion or exchange agent shall be responsible for any failure of the Company to issue, transfer or deliver any of its Equity Securities or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion or exchange or to comply with any of the covenants of the Company contained in this Article 14 or in the applicable supplemental indenture, resolutions of the Board of Directors or written instrument executed by one or more duly authorized officers of the Company.

Section 14.9. Repayment of Certain Funds Upon Conversion or Exchange. Any funds which at any time have been deposited by the Company or on its behalf with the Trustee or any Paying Agent for the purpose of paying the

principal of, and premium, if any, and interest, if any, on any of the Securities (including funds deposited for any sinking fund referred to in Article 12 hereof) and which shall not be required for such purposes because of the conversion or exchange of such Securities as provided in this Article 14 shall after such conversion or exchange be repaid to the Company by the Trustee upon the Company's written request by Company Request.

ARTICLE 15

Subordination

Section 15.1. Agreement to Subordinate. The Company covenants and agrees, and each Holder of a Security by accepting a Security covenants and agrees, that, unless otherwise specified as contemplated by
Section 3.1, the indebtedness evidenced by the Securities is expressly subordinated in right of payment, to the extent and in the manner provided in this Article, to the prior payment in full of all Senior Debt, and that these subordination provisions are for the benefit of the holders of Senior Debt.

Each Holder of a Security authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate, in the sole discretion of the Trustee, to acknowledge or effectuate the subordination between the Holders of Securities and the holders of the Senior Debt as provided in this Article 15 and appoints the Trustee its attorney-in-fact for any and all such purposes.

Section 15.2. Liquidation; Dissolution; Bankruptcy. Upon any distribution or payment to creditors of the Company in a voluntary or involuntary liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property:

(1) holders of Senior Debt shall be entitled to receive payment in full of the principal of and interest (including interest as provided for in the agreement governing such Senior Debt which accrues after the commencement of any such proceeding, whether or not allowed as a claim in any such proceeding) on, and other amounts then payable on, the Senior Debt, or such payment shall have been duly provided for, before Holders of Securities of any series shall be entitled

to receive any payment (other than in the form of Permitted Junior Securities (as defined below)) of principal of or interest on, or other amounts on or in respect of, the Securities of such series; and

(2) until the Senior Debt is paid in full, or such payment has been duly provided for, any payment or distribution to which Holders of Securities would be entitled but for this Article shall be made to holders of Senior Debt, as their interests may appear; provided, however, that, in the event that any payment of principal of or interest on the Securities is ordered or decreed by a court of competent jurisdiction in a reorganization proceeding under any applicable law, which order or decree gives effect to the provisions herein set forth for the subordination of the Securities to Senior Debt, the Trustee shall be authorized to make such payment of principal of or interest on the Securities, in accordance with the terms and conditions of the order or decree.

Upon any distribution of assets of the Company referred to in this Article, the Trustee and the Holders of Securities shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such proceedings are pending for the purpose of ascertaining the identity of Persons entitled to participate in such distribution, the holders of the Senior Debt, the amount thereof or payable thereon and all other facts pertinent thereto or to this Article, and the Trustee and the Holders of Securities shall be entitled to rely upon a certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders of Securities for the purpose of ascertaining the identity of Persons entitled to participate in such distribution, the holders of the Senior Debt, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article; provided, however, that the foregoing shall apply only if such court, trustee, liquidating trustee or other Person has been fully apprised of the provisions of this Article 15. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person, as a holder of Senior Debt, to participate in any payment or distribution pursuant to this Section 15.2, the Trustee may request such Person (at the expense of the Holders of Securities) to furnish evidence to the reasonable satisfaction of the Trustee, acting in good faith, as to the amount of such Senior Debt held by such Person, as to the extent to which such Person is entitled to participate in

such payment or distribution, and as to other facts pertinent to the rights of such Person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive payment.

For purposes of this Article 15, a distribution may consist of cash, securities or other property, by setoff or otherwise, provided that, for purposes of this Article 15 only, the words "cash, securities or other property" shall not be deemed to include Permitted Junior Securities. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale, transfer or lease of its properties and assets as or substantially as an entirety to another Person upon the terms and conditions set forth in Article 7 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section if the entity formed by such consolidation or into which the Company is merged or the Person which acquires by sale, transfer or lease such properties and assets as or substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, transfer or lease, comply with the conditions set forth in Article 7.

Section 15.3. Default on Senior Debt. (a) Upon (i) the maturity of any Senior Debt by lapse of time, acceleration or otherwise and
(ii) receipt by the Trustee of written notice of such maturity, all principal thereof and interest thereon and other amounts then due in connection therewith shall first be paid in full, or such payment shall have been duly provided for, before any payment (other than in the form of Permitted Junior Securities) is made by the Company or any Person acting on behalf of the Company: (i) on account of the principal of or interest on, or other amounts on or in respect of, the Securities; (ii) to acquire any of the Securities for cash or property; or (iii) on account of the redemption provisions of the Securities.

(b) No payment of the type referred to in clause (i),
(ii) or (iii) of Section 15.3(a) in respect of the Securities shall be made if
(i) at the time of such payment, there exists a default in payment of all or any portion of the principal of or any interest on any Senior Debt (a "Payment Default") and such Payment Default shall not have been cured or waived in writing or the benefits of this sentence waived in writing by or on behalf of the holders of such Senior Debt, and (ii) the Trustee shall have received written notice of such Payment Default. In addition, during the continuance of any event of default (other than a Payment Default) with respect to the Credit Agreement, as such event of default is defined therein, permitting the lenders or their Representative to accelerate the maturity thereof and upon written notice thereof given to the Trustee, with a copy to the Company (the delivery of which shall not affect the validity of the notice to the Trustee), by the Representative of the lenders under the Credit Agreement, then, unless and until such event of default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Company with respect to the principal of or interest on, or other amounts on or in respect of, the Securities or to acquire any of the Securities or on account of the redemption provisions of the Securities; provided, however, that if the lenders under the Credit Agreement or their Representative have not declared the loans then outstanding under the Credit Agreement to be immediately due and payable within 180 days after the occurrence of such event of default (or have declared such Senior Debt to be immediately due and payable and within such period have rescinded such declaration of acceleration), then the Company shall resume making any and all required payments in respect of the Securities (including any missed payments).

Notwithstanding any other provisions of this Article 15 or any other provision of this Indenture, only one payment blockage period under the second sentence of this Section 15.3(b) may be commenced within any consecutive 365-day period with respect to the Securities. For all purposes of this Article 15, no event of default which existed or was continuing on the date of the commencement of any 180-day payment blockage period with respect to the Senior Debt under the Credit Agreement shall be, or be made, the basis for the commencement of a second payment blockage period by the Representative of the lenders under the Credit Agreement, whether or not within a period of 365 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days

(and, in the case of any such waiver, no payment shall have been made by the Company to the lenders under the Credit Agreement in connection with such waiver other than amounts due pursuant to the terms of the Credit Agreement as in effect at the time of such default).

(c) In the event that notwithstanding the provisions of this Section 15.3, the Company shall make any payment to the Trustee on account of the principal of or interest on, or other amounts on or in respect of, the Securities or to acquire any Securities or on account of their redemption provisions, in violation of this Section 15.3, then, unless and until the holders of the applicable Senior Debt shall have been paid in full, or such payment shall have been duly provided for, as provided in this Section 15.3, or the default, event of default or declaration giving rise to such payment right shall have been cured, waived or rescinded or shall have ceased to exist, such payment by the Company (subject to the provisions of Sections 15.4(b) and
Section 15.10) shall be held by the Trustee, in trust for the benefit of the holders of Senior Debt entitled thereto, and shall be paid forthwith over and delivered to such holders, pro rata as to each of such holders on the basis of the respective amounts of Senior Debt held by them, or their respective Representatives or the trustee under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full in accordance with this Article 15, after giving effect to any concurrent payment or distribution or provision therefor to or for the holders of Senior Debt. Subject to Section 15.4, if a payment is made to Holders of Securities that, because of this Section 15.3, should not have been made to them, the Holders of Securities who receive such payment shall hold it in trust for the holders of Senior Debt entitled thereto and forthwith pay it over to them as their interests may appear.

(d) The Company covenants that it will, upon request of the Trustee, deliver an Officers' Certificate showing in reasonable detail the Senior Debt outstanding as of the date of such Officers' Certificate and the Representative of each class of Senior Debt. The Trustee may conclusively rely thereon except to the extent that it shall have received, from the Representative of any class of Senior Debt, notice in writing controverting any of the statements made therein.

Not less than 10 days prior to making any distribution in respect of Senior Debt pursuant to this Section 15.3, the Trustee shall deliver to each Representative of any class of Senior Debt copies of the most recent Officers' Certificate filed with it by the Company pursuant to the foregoing clause.

(e) In the event that the Securities of any series are declared due and payable before their Stated Maturity in accordance with Article 5 hereof, then and in such event the holders of the Senior Debt outstanding at the time Securities of any series so become due and payable shall be entitled to receive payment in full of all amounts then due on or in respect of such Senior Debt (whether or not an event of default has occurred thereunder or such Senior Debt is, or has been declared to be, due and payable prior to the date on which it otherwise would have become due and payable), or such payment shall have been duly provided for, before the Holders of such Securities are entitled to receive payment on account of the Securities.

Section 15.4. Securities May Be Paid Prior to Dissolution, Etc. Nothing contained in this Article 15 or elsewhere in this Indenture, or in any of the Securities, shall prevent (a) the Company, at any time except (i) during the pendency of any insolvency, bankruptcy, dissolution, receivership, liquidation, reorganization or similar proceedings, (ii) upon the maturity of any Senior Debt, (iii) during the continuance of any Payment Default, (iv) during any 180-day period specified in Section 15.3(b) or (v) in the event that the Securities of any series are declared due and payable before their Stated Maturity, from making payments at any time of principal of or interest on, or other amounts on or in respect of, the Securities or (b) the application by the Trustee or any Paying Agent of any money or securities, deposited with the Trustee or such Paying Agent for the purpose of paying any principal of or interest on the Securities, to the payment of such principal or interest, or the retention of such payment by the Holders of such Securities, if, at the time of such application by the Trustee or such Paying Agent, the 180-day period referred to in Section 15.3(b) shall have lapsed or the Trustee shall not have been notified by the Company, any holder of Senior Debt or any Representative thereof of the occurrence of any event as a result of which such payment would have been prohibited by the provisions of this Article.

Section 15.5. Notices by Company. The Company shall promptly notify the Trustee and each Paying Agent of any facts known to the Company that would cause a payment of principal of or interest on the Securities to violate this Article 15, but failure to give such notice shall not affect the subordination of the Securities to Senior Debt as provided in this Article 15.

Section 15.6. Subrogation. Subject to the payment in full of all Senior Debt, or the due provision for such payment, Holders of Securities shall be subrogated (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to Senior Debt to substantially the same extent as the Securities are subordinated to Senior Debt and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of Senior Debt) to the rights of holders of Senior Debt to receive payments or distributions applicable to Senior Debt, to the extent that payments or distributions otherwise payable to Holders of Securities have been applied to the payment of Senior Debt, until all of the principal of and interest on the Securities shall be paid in full. For purposes of such subrogation, a payment or distribution made under this Article 15 to holders of Senior Debt which otherwise would have been made to Holders of Securities, is not, as between the Company, its creditors other than the holders of such Senior Debt and the Holders of Securities, payment by the Company on such Senior Debt.

Section 15.7. Relative Rights. This Article defines the relative rights of Holders of Securities and holders of Senior Debt. Nothing in this Indenture shall:

(1) impair, as between the Company and the Holders of Securities, the obligation of the Company, which is absolute and unconditional, to pay principal of and interest on the Securities in accordance with their terms;

(2) affect the relative rights of Holders of Securities and creditors of the Company other than holders of Senior Debt; or

(3) prevent the Trustee or any Holder of a Security from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders of Senior Debt to receive distributions otherwise payable to Holders of Securities.

If the Company fails because of this Article 15 to pay principal of or interest on a Security on the due date or upon the acceleration thereof, the failure is still a Default or Event of Default.

Section 15.8. Subordination May Not Be Impaired by Company. No right of any holder of Senior Debt to enforce the subordination of the indebtedness evidenced by the Securities shall be impaired by any act or failure to act by the Company or by its failure to comply with this Indenture.

Section 15.9. Distribution or Notice to Representative. Whenever a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their respective Representatives.

Section 15.10. Rights of Trustee and Paying Agent. The Trustee and each Paying Agent may continue to make payments on the Securities and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payment unless, not less than two Business Days prior to the date of any such payment, the Trustee receives written notice reasonably satisfactory to it that payments may not be made under this Article
15. Only the Company, a Representative (satisfactorily identified to the Trustee) or a holder of an issue of Senior Debt that has no Representative (satisfactorily identified to the Trustee) may give such notice. Prior to the receipt of such notice, the Trustee and each Paying Agent shall be entitled in all respects to assume that no such facts exist. In any case, the Trustee shall have no responsibility to the holders of Senior Debt for payments made to Holders of Securities by the Company or any Paying Agent unless such payments are made at the direction of the Trustee.

Except to the extent of payments held in trust under Section 15.3(c) hereof, neither the Trustee nor any Paying Agent shall be deemed to owe any fiduciary duty to the holders of Senior Debt. The Trustee shall not be under any duty or obligation to take any action at the request or for the benefit of holders of Senior Debt which, in the Trustee's opinion, shall be likely to involve it in any expense or liability, if there are reasonable grounds for believing that a repayment of such expense or liability is not reasonably assured to it, unless one or more holders of Senior Debt shall, as often as may be required by the

Trustee, furnish indemnity satisfactory to the Trustee against such expense or liability.

The Trustee in its individual or any other capacity may hold Senior Debt with the same rights it would have if it were not Trustee.

Section 15.11. Certain Conversions or Exchanges Deemed Payment. For the purposes of this Article only, (a) the issuance and delivery of Permitted Junior Securities upon conversion or exchange of Securities in accordance with Article 14 shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) or interest on securities or on account of the purchase or other acquisition of Securities, and (b) the payment, issuance or delivery of cash,securities or other property (other than Permitted Junior Securities) upon conversion or exchange of a Security shall be deemed to constitute payment on account of the principal of such security. For the purposes of this Section, the term "Permitted Junior Securities" means (i) shares of any stock of any class of the Company or any successor entity and (ii) other securities of the Company or any successor entity that are subordinated in right of payment to all Senior Debt that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Debt and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert or exchange such Security in accordance with Article 14.

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

MAPCO INC.

                                         By:   /s/ ROBERT G. SACHSE
                                            ------------------------------------
                                            Name:  Robert G. Sachse
                                            Title: Executive Vice President
                                                    Chief Operating Officer

[Seal]

Attest:

/s/ JAMES N. CUNDIFF
- -----------------------------------
Name:  James N. Cundiff
Title: Assistant Secretary

THE FIRST NATIONAL BANK
OF CHICAGO

                                         By: /s/ JOHN R. PRENDIVILLE
                                            -----------------------------------
                                            Name:  John R. Prendiville
                                            Title: Vice President

[Seal]

Attest:

/s/ RICHARD D. MANELLA
- -----------------------------------
Name:  Richard D. Manella
Title: Vice President