TABLE OF CONTENTS       Page ARTICLE ONE —  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION  1 SECTION 101. Definitions  1 SECTION 102. Compliance Certificates and Opinions  12 SECTION 103. Form of Documents Delivered to Trustee  12 SECTION 104. Acts of Holders  13 SECTION 105. Notices, etc., to Trustee and Company  15 SECTION 106. Notice to Holders; Waiver  15 SECTION 107. Counterparts; Effect of Headings and Table of Contents  16 SECTION 108. Successors and Assigns  16 SECTION 109. Severability Clause  16 SECTION 110. Benefits of Indenture  16 SECTION 111. Governing Law  16 SECTION 112. Legal Holidays  17 SECTION 113. Limited Liability; Immunity of Stockholders, Directors,Officers and Agents of the Company  17 SECTION 114. Conflict with Trust Indenture Act  17      ARTICLE TWO —  SECURITIES FORMS  18 SECTION 201. Forms of Securities  18 SECTION 202. Form of Trustee’s Certificate of Authentication  18 SECTION 203. Securities Issuable in Global Form  18      ARTICLE THREE —  THE SECURITIES  19 SECTION 301. Amount Unlimited; Issuable in Series  19 SECTION 302. Denominations  23 SECTION 303. Execution, Authentication, Delivery and Dating  23 SECTION 304. Temporary Securities  25 SECTION 305. Registration, Registration of Transfer, Conversion and Exchange  28 SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities  31 SECTION 307. Payment of Interest; Interest Rights Preserved  32 SECTION 308. Persons Deemed Owners  34 SECTION 309. Cancellation  35 SECTION 310. Computation of Interest  36 SECTION 311. CUSIP Numbers  36      ARTICLE FOUR —  SATISFACTION AND DISCHARGE  36 SECTION 401. Satisfaction and Discharge of Indenture  36 SECTION 402. Application of Trust Funds  37 
(i)

 
       Page ARTICLE FIVE —  REMEDIES  38 SECTION 501. Events of Default  38 SECTION 502. Acceleration of Maturity; Rescission and Annulment  39 SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee  40 SECTION 504. Trustee May File Proofs of Claim  41 SECTION 505. Trustee May Enforce Claims Without Possession of Securitiesor Coupons  42 SECTION 506. Application of Money Collected  42 SECTION 507. Limitation on Suits  43 SECTION 508. Unconditional Right of Holders to Receive Principal,Premium or Make-Whole Amount, if any, and Interest  43 SECTION 509. Restoration of Rights and Remedies  43 SECTION 510. Rights and Remedies Cumulative  44 SECTION 511. Delay or Omission Not Waiver  44 SECTION 512. Control by Holders of Securities  44 SECTION 513. Waiver of Past Defaults  44 SECTION 514. Waiver of Usury, Stay or Extension Laws  45 SECTION 515. Undertaking for Costs  45      ARTICLE SIX —  THE TRUSTEE  45 SECTION 601. Notice of Defaults  45 SECTION 602. Certain Rights of Trustee  46 SECTION 603. Not Responsible for Recitals or Issuance of Securities  48 SECTION 604. May Hold Securities  48 SECTION 605. Money Held in Trust  48 SECTION 606. Compensation and Reimbursement  48 SECTION 607. Corporate Trustee Required; Eligibility; Conflicting Interests  49 SECTION 608. Resignation and Removal; Appointment of Successor  49 SECTION 609. Acceptance of Appointment by Successor  51 SECTION 610. Merger, Conversion, Consolidation or Succession to Business  52 SECTION 611. Appointment of Authenticating Agent  52 SECTION 612. Certain Duties and Responsibilities of the Trustee  54      ARTICLE SEVEN —  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY  55 SECTION 701. Disclosure of Names and Addresses of Holders  55 SECTION 702. Reports by Trustee  55 SECTION 703. Reports by Company  55 SECTION 704. Company to Furnish Trustee Names and Addresses of Holders  56 
(ii)

 
       Page ARTICLE EIGHT —  CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE  57 SECTION 801. Consolidations and Mergers of Company and Sales, Leasesand Conveyances Permitted Subject to Certain Conditions  57 SECTION 802. Rights and Duties of Successor Corporation  57 SECTION 803. Officers’ Certificate and Opinion of Counsel  58      ARTICLE NINE —  SUPPLEMENTAL INDENTURES  58 SECTION 901. Supplemental Indentures Without Consent of Holders  58 SECTION 902. Supplemental Indentures with Consent of Holders  59 SECTION 903. Execution of Supplemental Indentures  60 SECTION 904. Effect of Supplemental Indentures  61 SECTION 905. Conformity with Trust Indenture Act  61 SECTION 906. Reference in Securities to Supplemental Indentures  61      ARTICLE TEN —  COVENANTS  61 SECTION1001. Payment of Principal, Premium or Make- Whole Amount, ifany; and Interest  61 SECTION 1002. Maintenance of Office or Agency  61 SECTION 1003. Money for Securities Payments to Be Held in Trust  63 SECTION 1004. Existence  64 SECTION 1005. Maintenance of Properties  64 SECTION 1006. Insurance  65 SECTION 1007. Payment of Taxes and Other Claims  65 SECTION 1008. Statement as to Compliance  65 SECTION 1009. Waiver of Certain Covenants  65      ARTICLE ELEVEN —  REDEMPTION OF SECURITIES  66 SECTION 1101. Applicability of Article  66 SECTION 1102. Election to Redeem; Notice to Trustee  66 SECTION 1103. Selection by Trustee of Securities to Be Redeemed  66 SECTION 1104. Notice of Redemption  66 SECTION 1105. Deposit of Redemption Price  68 SECTION 1106. Securities Payable on Redemption Date  68 SECTION 1107. Securities Redeemed in Part  69      ARTICLE TWELVE —  SINKING FUNDS  69 SECTION 1201. Applicability of Article  69 SECTION 1202. Satisfaction of Sinking Fund Payments with Securities  70 SECTION 1203. Redemption of Securities for Sinking Fund  70      ARTICLE THIRTEEN —  REPAYMENT AT THE OPTION OF HOLDERS  70 SECTION 1301. Applicability of Article  70 SECTION 1302. Repayment of Securities  71 SECTION 1303. Exercise of Option  71 
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       Page SECTION 1304. When Securities Presented for Repayment Become Due andPayable  72 SECTION 1305. Securities Repaid in Part  72      ARTICLE FOURTEEN —  DEFEASANCE AND COVENANT DEFEASANCE  73 SECTION 1401. Applicability of Article; Company’s Option to EffectDefeasance or Covenant Defeasance  73 SECTION 1402. Defeasance and Discharge  73 SECTION 1403. Covenant Defeasance  73 SECTION 1404. Conditions to Defeasance or Covenant Defeasance  74 SECTION 1405. Deposited Money and Government Obligations to Be Held inTrust; Other Miscellaneous Provisions  76      ARTICLE FIFTEEN —  MEETINGS OF HOLDERS OF SECURITIES  77 SECTION 1501. Purposes for Which Meetings May Be Called  77 SECTION 1502. Call, Notice and Place of Meetings  77 SECTION 1503. Persons Entitled to Vote at Meetings  77 SECTION 1504. Quorum; Action  77 SECTION 1505. Determination of Voting Rights; Conduct and Adjournment ofMeetings  78 SECTION 1506. Counting Votes and Recording Action of Meetings  79      ARTICLE SIXTEEN —  SUBORDINATION OF SECURITIES  80 SECTION 1601. Agreement to Subordinate  80 SECTION 1602. Payment Over of Proceeds upon Dissolution, Etc  80 SECTION 1603. No Payment When Senior Indebtedness in Default  81 SECTION 1604. Reliance by Senior Indebtedness on Subordination Provisions  82 SECTION 1605. Subrogation to Rights of Holders of Senior Indebtedness  82 SECTION 1606. Provisions Solely to Define Relative Rights  83 SECTION 1607. Trustee to Effectuate Subordination  83 SECTION 1608. No Waiver of Subordination Provisions  84 SECTION 1609. Notice to Trustee  84 SECTION 1610. Reliance on Judicial Order or Certificate of Liquidating Agent  85 SECTION 1611. Trustee Not Fiduciary for Holders of Senior Indebtedness  85 SECTION 1612. Rights of Trustee as Holder of Senior Indebtedness;Preservation of Trustee’s Rights  85 SECTION 1613. Article Applicable to Paying Agents  86      ARTICLE SEVENTEEN —  CONVERSION OF SECURITIES  86 SECTION 1701. Applicability of Article; Conversion Privilege andConversion Price  86 SECTION 1702. Exercise of Conversion Privilege  87 SECTION 1703. Fractions of Shares  88 SECTION 1704. Adjustment of Conversion Price  88 
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       Page SECTION 1705. Notice of Adjustments of Conversion Price  92 SECTION 1706. Notice of Certain Corporate Action  92 SECTION 1707. Company to Reserve Common Stock  93 SECTION 1708. Taxes on Conversion  93 SECTION 1709. Covenants as to Common Stock  93 SECTION 1710. Cancellation of Converted Securities  93 SECTION 1711. Provisions in Case of Consolidation, Merger or Sale ofAssets; Special Distributions  93 SECTION 1712. Trustee Adjustment Disclaimer; Company Determination Final  95 SECTION 1713. When No Adjustment Required  95 SECTION 1714. Equivalent Adjustments  95 
(v)

 
AASTROM BIOSCIENCES, INC.     Reconciliation and tie between the Trust Indenture Act of 1939, as amended (the “TrustIndenture Act” or “TIA”) and the Indenture, dated as of __________, 20____.     Trust Indenture   Act Section Indenture Section § 310(a)(1)  607 (a)(2)  607 (b)   607,608 § 312(c)  701 § 313(a)  702 (c)   702 § 314(a)  703 (a)(4)  1008 (c)(1)  102 (c)(2)  102 (e)  102 § 315(b)  601 § 316(a) (last sentence)  101(“Outstanding”)(a)(1)(A)  502, 512 (a)(1)(B)  513 (b)  508 § 317(a)(1)  503 (a)(2)  504 § 318(a)  111 (c)  111  NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of theIndenture.     Attention should also be directed to Section 318(c) of the Trust Indenture Act, which providesthat the provisions of Sections 310 to and including 317 of the Trust Indenture Act are a part ofand govern every qualified indenture, whether or not physically contained therein.
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     INDENTURE, dated as of __________, 20__, between AASTROM BIOSCIENCES, INC., a corporationorganized under the laws of the State of Michigan (hereinafter called the “Company”), having itsprincipal office at 24 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48106, and ________________,as Trustee hereunder (hereinafter called the “Trustee”), having a Corporate Trust Office at___________________.RECITALS OF THE COMPANY     The Company deems it necessary to issue from time to time for its lawful purposes subordinateddebt securities (hereinafter called the “Securities”) evidencing its unsecured and subordinatedindebtedness, and has duly authorized the execution and delivery of this Indenture to provide forthe issuance from time to time of the Securities, to be issued in one or more Series as provided inthis Indenture.     This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended(the “Trust Indenture Act” or “TIA”), that are deemed to be incorporated into this Indenture andshall, to the extent applicable, be governed by such provisions.     All things necessary to make this Indenture a valid and legally binding agreement of theCompany, in accordance with its terms, have been done.     NOW, THEREFORE, THIS INDENTURE WITNESSETH:     For and in consideration of the premises and the purchase of the Securities by the Holdersthereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of allHolders of the Securities or of a Series thereof, as follows:     ARTICLE ONE — DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION     SECTION 101. Definitions. For all purposes of this Indenture, except as otherwiseexpressly provided or unless the context otherwise requires:     (1) the terms defined in this Article have the meanings assigned to them in thisArticle, and include the plural as well as the singular;     (2) all other terms used herein which are defined in the TIA, either directly or byreference therein, have the meanings assigned to them therein, and the terms “cashtransactions” and “self-liquidating paper,” as used in TIA Section 311, shall have themeanings assigned to them in the rules of the Commission adopted under the TIA;     (3) all accounting terms not otherwise defined herein have the meanings assigned tothem in accordance with GAAP;     (4) any reference to an “Article” or a “Section” refers to an Article or Section,as the case may be, of this Indenture; and

 
     (5) the words “herein,” “hereof “and “hereunder” and other words of similar importrefer to this Indenture as a whole and not to any particular Article, Section or othersubdivision.     “Act,” when used with respect to any Holder, has the meaning specified in Section 104.     “Affiliate” of any specified Person means any other Person directly or indirectlycontrolling or controlled by or under direct or indirect common control with such specified Person.For the purposes of this definition, “control” when used with respect to any specified Personmeans 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.     “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section611 hereof to act on behalf of the Trustee to authenticate Securities of one or more Series.     “Authorized Newspaper” means a newspaper, printed in the English language or in anofficial language of the country of publication, customarily published on each Business Day,whether or not published on Saturdays, Sundays or holidays, and of general circulation in eachplace in connection with which the term is used or in the financial community of each such place.Whenever successive publications are required to be made in Authorized Newspapers, the successivepublications may be made in the same or in different Authorized Newspapers in the same city meetingthe foregoing requirements and in each case on any Business Day.     “Bankruptcy Law” has the meaning specified in Section 501.     “Bearer Security” means any Security established pursuant to Section 201 which ispayable to the bearer.     “Board of Directors” when used with reference to the Company, means the board ofdirectors of the Company, or any committee of that board duly authorized to act hereunder, or anydirector or directors and/or officer or officers of the Company, to whom the board or committeeshall have duly delegated its authority.     “Board Resolution” means a copy of (1) a resolution certified by the Secretary or anAssistant Secretary of the Company to have been duly adopted by the Board of Directors or a dulyauthorized committee of the Board of Directors and to be in full force and effect on the date ofsuch certification, or (2) a certificate signed by the director or directors and/or officer orofficers to whom the Board of Directors shall have duly delegated its authority, together with aresolution certified by the Secretary or an Assistant Secretary of the Company to have been dulyadopted by the Board of Directors and to be in full force and effect on the date of suchcertification authorizing such delegation, and, in each case, delivered to the Trustee.     “Business Day,” when used with respect to any Place of Payment or any other particularlocation referred to in this Indenture or in the Securities, means, unless otherwise specified withrespect to any Securities issued pursuant to Section 301, any day, other than a Saturday or Sunday,that is neither a legal holiday nor a day on which banking institutions in that Place of
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Payment or particular location are authorized or required by law, regulation or executiveorder to close.     “Capital Stock” means, with respect to any Person, any capital stock (includingpreferred stock), shares, interests, participations or other ownership interests (howeverdesignated) of such Person and any rights (other than debt securities convertible into orexchangeable for corporate stock), warrants or options to purchase any thereof.     “Clearstream” means Clearstream Banking Luxembourg, société anonyme, or its successor.     “Closing Price” means the closing price of a share of Common Stock of the Company asreported on the NASDAQ Capital Market.     “Code” means the Internal Revenue Code of 1986, as amended, and the regulationsthereunder.     “Commission” means the Securities and Exchange Commission, as from time to timeconstituted, created under the Exchange Act, or, if at any time after execution of this instrumentsuch Commission is not existing and performing the duties now assigned to it under the TrustIndenture Act, then the body performing such duties on such date.     “Common Depository” has the meaning specified in Section 304.     “Common Stock” means, with respect to any Person, all shares of capital stock issuedby such Person other than Preferred Stock.     “Company” means the Person named as the “Company” in the first paragraph of thisIndenture until a successor corporation shall have become such pursuant to the applicableprovisions of this Indenture, and thereafter “Company” shall mean such successor corporation.     “Company Request” and “Company Order” mean, respectively, a written request ororder signed in the name of the Company by its Chairman of the Board, the Chief Executive Officer,the President, or a Vice President, and by its Treasurer, an Assistant Treasurer, the Secretary oran Assistant Secretary, of the Company, and delivered to the Trustee.     “Constituent Person” has the meaning specified in Section 1711.     “Conversion Event” means the cessation of use of (i) a Foreign Currency both by thegovernment of the country which issued such currency and for the settlement of transactions by acentral bank or other public institutions of or within the international banking community, (ii)the ECU both within the European Monetary System and for the settlement of transactions by publicinstitutions of or within the European Communities or (iii) any currency unit (or compositecurrency) other than the ECU for the purposes for which it was established.     “Conversion Price” has the meaning specified in Section 1701.
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     “Corporate Trust Office” means the office of the Trustee at which, at any particulartime, its corporate trust business shall be principally administered, which office at the datehereof is located at [____________________].     “corporation” includes corporations, associations, companies and business trusts.     “coupon” means any interest coupon appertaining to a Bearer Security.     “Covenant Defeasance” has the meaning specified in Section 1403.     “Custodian” has the meaning specified in Section 501.     “Defaulted Interest” has the meaning specified in Section 307.     “Defeasance” has the meaning specified in Section 1402.     “Distribution Record Date” has the meaning specified in Section 1711.     “Dividend Record Date” has the meaning specified in Section 1704.     “Dollar” or the sign “$” means a dollar or other equivalent unit in such coinor currency of the United States of America as at the time of payment is legal tender for thepayment of public and private debts.     “DTC” means The Depository Trust Company and any successor to DTC in its capacity asdepository for any Securities.     “ECU” means the European Currency Unit as defined and revised from time to time by theCouncil of the European Communities.     “Euroclear” means the operator of the Euroclear System.     “European Communities” means the European Economic Community, the European Coal andSteel Community and the European Atomic Energy Community.     “European Monetary System” means the European Monetary System established by theResolution of December 5, 1978 of the Council of the European Communities.     “Event of Default” has the meaning specified in Article Five.     “Exchange Act” means the Securities Exchange Act of 1934, as amended, as in force atthe date as of which this Indenture was executed; provided, however, that in theevent the Exchange Act is amended after such date, “Exchange Act” means to the extent required byany such amendment, the Exchange Act as so amended.     “Exchange Date” has the meaning specified in Section 304.     “FINRA” means the Financial Industry Regulatory Authority, Inc.
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     “Foreign Currency” means any currency, currency unit or composite currency, including,without limitation, the ECU issued by the government of one or more countries other than the UnitedStates of America or by any recognized confederation or association of such governments.     “GAAP” means, except as otherwise provided herein, generally accepted accountingprinciples, as in effect from time to time, as used in the United States applied on a consistentbasis.     “Global Security” means a Security evidencing all or a part of a series of Securitiesissued to and registered in the name of the depository for such series, or its nominee, inaccordance with Section 305, and bearing the legend prescribed in Section 203.     “Government Obligations” means (i) securities which are (A) direct obligations of theUnited States of America or the government which issued the Foreign Currency in which theSecurities of a particular series are payable, for the payment of which its full faith and creditis pledged or (B) obligations of a Person controlled or supervised by and acting as an agency orinstrumentality of the United States of America or such government which issued the ForeignCurrency in which the Securities of such series are payable, the payment of which isunconditionally guaranteed as a full faith and credit obligation by the United States of America orsuch other government, which, in either case, are not callable or redeemable at the option of theissuer thereof, and (iii) a depository receipt issued by a bank or trust company as custodian withrespect to any such Government Obligation or a specific payment of interest on or principal of anysuch Government Obligation held by such custodian for the account of the holder of a depositoryreceipt, provided that (except as required by law) such custodian is not authorized to makeany deduction from the amount payable to the holder of such depository receipt from any amountreceived by the custodian in respect of the Government Obligation or the specific payment ofinterest on or principal of the Government Obligation evidenced by such depository receipt.     “Guaranty” by any Person means any Obligation, contingent or otherwise, of such Personguaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whetherdirectly or indirectly, and including, without limitation, every Obligation of such Person (i) topurchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or topurchase (or to advance or supply funds for the purchase of) any security for the payment of suchIndebtedness, (ii) to purchase property, securities or services for the purpose of assuring theholder of such Indebtedness of the payment of such Indebtedness or (iii) to maintain workingcapital, equity capital or other financial statement condition or liquidity of the primary obligorso as to enable the primary obligor to pay such Indebtedness; provided, however,that a Guaranty by any Person shall not include endorsements by such Person for collection ordeposit, in either case in the ordinary course of business. The terms “Guaranteed,”“Guaranteeing” and “Guarantor” shall have meanings correlative to the foregoing.     “Holder” means, in the case of a Registered Security, the Person in whose name aSecurity is registered in the Security Register and, in the case of a Bearer Security, the bearerthereof and, when used with respect to any coupon, shall mean the bearer thereof.
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     “Indebtedness” means, with respect to any Person, without duplication, (i) anyObligation of such Person relating to any indebtedness of such Person (A) for borrowed money(whether or not the recourse of the lender is to the whole of the assets, of such person or only toa portion thereof), (B) evidenced by notes, debentures or similar instruments (including purchasemoney obligations) given in connection with the acquisition of any property or assets (other thantrade accounts payable for inventory or similar property acquired in the ordinary course ofbusiness), including securities, for the payment of which such Person is liable, directly orindirectly, or the payment of which is secured by a lien, charge or encumbrance on property orassets of such Person, (C) for goods, materials or services purchased in the ordinary course ofbusiness (other than trade accounts payable arising in the ordinary course of business), (D) withrespect to letters of credit or bankers acceptances issued for the account of such Person orperformance, surety or similar bonds, (E) for the payment of money relating to a capitalized leaseObligation or (F) under interest rate swaps, caps or similar agreements and foreign exchangecontracts, currency swaps or similar agreements; (ii) any liability of others of the kind describedin the preceding clause (i), which such Person has Guaranteed or which is otherwise its legalliability; and (iii) any and all deferrals, renewals, extensions and refunding of, or amendments,modifications or supplements to, any liability of the kind described in any of the precedingclauses (i) or (ii).     “Indenture” means this instrument as originally executed or as it may be supplementedor amended from time to time by one or more indentures supplemental hereto entered into pursuant tothe applicable provisions hereof, and shall include the terms of particular series of Securitiesestablished as contemplated by Section 301; provided, however, that, if at any timemore than one Person is acting as Trustee under this instrument, “Indenture” shall mean, withrespect to any one or more series of Securities for which such Person is Trustee, this instrumentas originally executed or as it may be supplemented or amended from time to time by one or moreindentures supplemental hereto entered into pursuant to the applicable provisions hereof and shallinclude the terms of the or those particular series of Securities for which such Person is Trusteeestablished as contemplated by Section 301, exclusive, however, of any provisions or terms whichrelate solely to other series of Securities for which such Person is Trustee, regardless of whensuch terms or provisions were adopted, and exclusive of any provisions or terms adopted by means ofone or more indentures supplemental hereto executed and delivered after such Person had become suchTrustee but to which such Person, as such Trustee, was not a party.     “Indexed Security” means a Security the terms of which provide that the principalamount thereof payable at Stated Maturity may be more or less than the principal face amountthereof at original issuance.     “Interest,” when used with respect to an Original Issue Discount Security which by itsterms bears interest only after Maturity, shall mean interest payable after Maturity.     “Interest Payment Date,” when used with respect to any Security, means the StatedMaturity of an installment of interest on such Security.     “Make-Whole Amount,” when used with respect to any Security, means the amount, if any,in addition to principal (and accrued interest thereon, if any) which is required by a Security,under the terms and conditions specified therein or as otherwise specified as
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contemplated by Section 301, to be paid by the Company to the Holder thereof in connectionwith any optional redemption or accelerated payment of such Security.     “mandatory sinking fund payment” has the meaning specified in Section 1201.     “Market Value of the Distribution” has the meaning specified in Section 1704.     “Maturity,” when used with respect to any Security, means the date on which theprincipal (or, if the context so requires, in the case of an Original Issue Discount Security, orlesser amount or, in the case of an Indexed Security, an amount determined in accordance with thespecified terms of that Security) of such Security or an installment of principal becomes due andpayable as therein or herein provided, whether at the Stated Maturity or by declaration ofacceleration, notice of redemption, notice of option to elect repayment or otherwise.     “Obligation” of any Person with respect to any specified Indebtedness means anyobligation of such Person to pay principal, premium, interest (including interest accruing on orafter the filing of any petition in bankruptcy or for reorganization relating to such Person,whether or not a claim for such post-petition interest is allowed in such proceeding), penalties,reimbursement or indemnification amounts, fees, expenses or other amounts relating to suchIndebtedness.     “Officers’ Certificate” means a certificate signed by the Chairman of the Board ofDirectors, the Chief Executive Officer, the President, or a Vice President (whether or notdesignated by a number or word or words added before or after the title “Vice President”), and bythe Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, anddelivered to the Trustee.     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for theCompany or who may be an employee of or other counsel for the Company.     “optional sinking fund payment” has the meaning specified in Section 1201.     “Original Issue Discount Security” means any Security which provides for an amount(excluding any amounts attributable to accrued but unpaid interest thereon) less than the principalamount thereof to be due and payable upon a declaration of acceleration of the Maturity thereofpursuant to Section 502.     “Outstanding,” when used with respect to Securities, means, as of the date ofdetermination, all Securities theretofore authenticated and delivered under this Indenture,except:     (i) Securities theretofore canceled by the Trustee or delivered to theTrustee for cancellation;     (ii) Securities, or portions thereof, for whose payment or redemption(including repayment at the option of the Holder) money in the necessary amount hasbeen theretofore deposited with the Trustee or any Paying Agent (other than theCompany) in trust or set aside and segregated in trust by the Company (if the
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Company shall act as its own Paying Agent) for the Holders of such Securitiesand any coupons appertaining thereto; provided, however, that, ifsuch Securities are to be redeemed, notice of such redemption has been duly givenpursuant to this Indenture or provision therefor satisfactory to the Trustee hasbeen made;     (iii) Securities, except to the extent provided in Sections 1402 and 1403,with respect to which the Company has effected Defeasance and/or Covenant Defeasanceas provided in Article Fourteen; and     (iv) Securities which have been paid pursuant to Section 306 or in exchangefor or in lieu of which other Securities have been authenticated and deliveredpursuant to this Indenture, other than any such Securities in respect of which thereshall have been presented to the Trustee proof satisfactory to it that suchSecurities are held by a bona fide purchaser in whose hands such Securities arevalid obligations of the Company.provided, however, that in determining whether the Holders of the requisiteprincipal amount of the Outstanding Securities have given any request, demand, authorization,direction, notice, consent or waiver hereunder or are present at a meeting of Holders for quorumpurposes, and for the purpose of making the calculations required by TIA Section 313, (i) theprincipal amount of an Original Issue Discount Security that may be counted in making suchdetermination or calculation and that shall be deemed to be Outstanding for such purpose shall beequal to the amount of principal thereof that would be (or shall have been declared to be) due andpayable, at the time of such determination, upon a declaration of acceleration of the maturitythereof pursuant to Section 502, (ii) the principal amount of any Security denominated in a ForeignCurrency that may be counted in making such determination or calculation and that shall be deemedOutstanding for such purpose shall be equal to the Dollar equivalent, determined pursuant toSection 301 as of the date such Security is originally issued by the Company, of the principalamount (or, in the case of an Original Issue Discount Security, the Dollar equivalent as of suchdate of original issuance of the amount determined as provided in clause (i) above) of suchSecurity, (iii) the principal amount of any Indexed Security that may be counted in making suchdetermination or calculation and that shall be deemed outstanding for such purpose shall be equalto the principal face amount of such Indexed Security at original issuance, unless otherwiseprovided with respect to such Security pursuant to Section 301, and (iv) Securities owned by theCompany or any other obligor upon the Securities or any Affiliate of the Company or of such otherobligor shall be disregarded and deemed not to be Outstanding, except that, in determining whetherthe 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 a ResponsibleOfficer of the Trustee actually knows to be so owned shall be so disregarded. Securities owned asprovided in clause (iv) above which have been pledged in good faith may be regarded as Outstandingif the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act withrespect to such Securities and that the pledgee is not the Company or any other obligor upon theSecurities or any Affiliate of the Company or of such other obligor. In case of a dispute as tosuch right, the advice of counsel shall be full protection in respect of any decision made by theTrustee in accordance with such advice.
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     “Paying Agent” means any Person authorized by the Company to pay the principal of (andpremium or Make-Whole Amount, if any) or interest on any Securities or coupons on behalf of theCompany.     “Payment Blockage Notice” and “Payment Blockage Period” have the respectivemeanings specified in Section 1603.     “Person” means any individual, corporation, limited liability company, partnership,joint venture, association, joint-stock company, trust, unincorporated organization or governmentor any agency or political subdivision thereof, or any other entity or organization.     “Place of Payment,” when used with respect to the Securities of or within any series,means the place or places where the principal of (and premium or Make-Whole Amount, if any) andinterest on such Securities are payable as specified as contemplated by Sections 301 and 1002.     “Predecessor Security” of any particular Security means every previous Securityevidencing all or a portion of the same debt as that evidenced by such particular Security; and,for the purposes of this definition, any Security authenticated and delivered under Section 306 inexchange for or in lieu of a mutilated, destroyed, lost or stolen Security or a Security to which amutilated, destroyed, lost or stolen coupon appertains shall be deemed to evidence the same debt asthe mutilated, destroyed, lost or stolen Security or the Security to which the mutilated,destroyed, lost or stolen coupon appertains.     “Preferred Stock” means, with respect to any Person, all capital stock issued by suchPerson that is entitled to a preference or priority over any other capital stock issued by suchPerson with respect to any distribution of such Person’s assets, whether by dividend or upon anyvoluntary or involuntary liquidation, dissolution or winding up.     “Proceeding” has the meaning specified in Section 1602.     “Redemption Date,” when used with respect to any Security to be redeemed, in whole orin part, means the date fixed for such redemption by or pursuant to this Indenture.     “Redemption Price,” when used with respect to any Security to be redeemed, means theprice specified in the related Officers’ Certificate or supplemental indenture contemplated by andpursuant to Section 301, at which it is to be redeemed pursuant to this Indenture.     “Reference Date” has the meaning specified in Section 1704.     “Registered Security” shall mean any Security which is registered in the SecurityRegister.     “Regular Record Date” for the interest payable on any Interest Payment Date on theRegistered Securities of or within any series means the date specified for that purpose ascontemplated by Section 301, whether or not a Business Day.
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     “Repayment Date” means, when used with respect to any Security to be repaid at theoption of the Holder, the date fixed for such repayment by or pursuant to this Indenture.     “Repayment Price” means, when used with respect to any Security to be repaid at theoption of the Holder, the price at which it is to be repaid by or pursuant to this Indenture.     “Responsible Officer,” when used with respect to the Trustee, means any Vice President(whether or not designated by a number or a word or words added before or after the title “VicePresident”), Assistant Vice President, Trust Officer or Assistant Trust Officer working in itsCorporate Trust Department, or any other officer of the Trustee customarily performing functionssimilar to those performed by any of the above designated officers and working in its CorporateTrust Department, and also means, with respect to a particular corporate trust matter, any otherofficer to whom such matter is referred because of such officer’s knowledge and familiarity withthe particular subject and who shall have direct responsibility for the administration of thisIndenture.     “Rights” has the meaning specified in Section 1704.     “Rights Record Date” has the meaning specified in Section 1704.     “Securities Payment” has the meaning specified in Section 1602.     “Security” and “Securities” has the meaning stated in the first recital ofthis Indenture and, more particularly, means any Security or Securities authenticated and deliveredunder this Indenture; provided, however, that, if at any time there is more thanone Person acting as Trustee under this Indenture, “Securities” with respect to the Indenture as towhich such Person is Trustee shall have the meaning stated in the first recital of this Indentureand shall more particularly mean Securities authenticated and delivered under this Indenture,exclusive, however, of Securities of any series as to which such Person is not Trustee.     “Security Register” and “Security Registrar” have the respective meaningsspecified in Section 305.     “Senior Indebtedness” means Indebtedness of the Company, whether outstanding on thedate of this Indenture or thereafter created, incurred, assumed or guaranteed by the Company, otherthan the following: (1) any Indebtedness as to which, in the instrument evidencing suchIndebtedness or pursuant to which such Indebtedness was issued, it is expressly provided that suchIndebtedness is subordinate in right of payment to all Indebtedness of the Company not expresslysubordinated to such Indebtedness; (2) any Indebtedness which by its terms refers explicitly to theSecurities and states that such Indebtedness shall not be senior, shall be paripassu or shall be subordinated in right of payment to the Securities; and (3) with respectto any series of Securities, any Indebtedness of the Company evidenced by Securities of the same orof another series. Notwithstanding anything to the contrary in the foregoing, Senior Indebtednessshall not include: (a) Indebtedness of or amounts owed by the Company for compensation toemployees, or for goods, materials or services purchased in the ordinary course of business, or (b)Indebtedness of the Company to a Subsidiary of the Company.
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     A “Series” of Securities means all securities denoted as part of the same seriesauthorized by or pursuant to a particular Board Resolution.     “Short Term Rights” has the meaning specified in Section 1704.     “Significant Subsidiary” means any Subsidiary which is a “significant subsidiary” (asdefined in Article I, Rule 1-02 of Regulation S-X, promulgated under the Securities Act of 1933, asamended) of the Company.     “Special Record Date” for the payment of any Defaulted Interest on the RegisteredSecurities of or within any series means a date fixed by the Company pursuant to Section 307.     “Stated Maturity,” when used with respect to any Security or any installment ofprincipal thereof or interest thereon, means the date specified in such Security or a couponrepresenting such installment of interest as the fixed date on which the principal of such Securityor such installment of principal or interest is due and payable.     “Subsidiary” means, with respect to any Person, any corporation, limited liabilitycompany, partnership or other entity of which a majority of (i) the voting power of the votingequity securities or (ii) the outstanding equity interests are owned, directly or indirectly, bysuch Person. For the purposes of this definition, “voting equity securities” means equitysecurities having voting power for the election of directors, whether at all times or only so longas no senior class of security has such voting power by reason of any contingency.     “Trading Day” means any day on which the NASDAQ Capital Market is open for business.     “Trigger Events” has the meaning specified in Section 1704.     “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, asamended and as in force at the date as of which this Indenture was executed, except as provided inSection 905.     “Trustee” means the Person named as the “Trustee” in the first paragraph of thisIndenture until a successor Trustee shall have become such pursuant to the applicable provisions ofthis Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trusteehereunder; provided, however, that if at any time there is more than one suchPerson, “Trustee” as used with respect to the Securities of any series shall mean only the Trusteewith respect to Securities of that series.     “Unadjusted Distribution” has the meaning specified in Section 1704.     “United States” means, unless otherwise specified with respect to any Securitiespursuant to Section 301, the United States of America (including the states and the District ofColumbia), its territories, its possessions and other areas subject to its jurisdiction.     “United States Person” means, unless otherwise specified with respect to anySecurities pursuant to Section 301, an individual who is a citizen or resident of the UnitedStates, a
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corporation, partnership or other entity created or organized in or under the laws of theUnited States or an estate or trust the income of which is subject to United States Federal incometaxation regardless of its source.     “Yield to Maturity” means the yield to maturity, computed at the time of issuance of aSecurity (or, if applicable, at the most recent redetermination of interest on such Security) andas set forth in such Security in accordance with generally accepted United States bond yieldcomputation principles.     SECTION 102. Compliance Certificates and Opinions. Upon any application or request bythe Company to the Trustee to take any action under any provision of this Indenture, the Companyshall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, ifany, provided for in this Indenture relating to the proposed action have been complied with and anOpinion of Counsel stating that in the opinion of such counsel all such conditions precedent, ifany, have been complied with, except that in the case of any such application or request as towhich the furnishing of such documents is specifically required by any provision of this Indenturerelating to such particular application or request, no additional certificate or opinion need befurnished.     Every certificate or opinion with respect to compliance with a condition or covenant providedfor in this Indenture (including certificates delivered pursuant to Section 1008) shall include:     (1) a statement that each individual signing such certificate or opinion has readsuch condition or covenant and the definitions herein relating thereto;     (2) a brief statement as to the nature and scope of the examination orinvestigation upon which the statements or opinions contained in such certificate or opinionare based;     (3) a statement that, in the opinion of each such individual, he has made suchexamination or investigation as is necessary to enable him to express an informed opinion asto 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, suchcondition or covenant has been complied with.     SECTION 103. Form of Documents Delivered to Trustee. In any case where several mattersare required to be certified by, or covered by an opinion of, any specified Person, it is notnecessary that all such matters be certified by, or covered by the opinion of, only one suchPerson, or that they be so certified or covered by only one document, but one such Person maycertify or give an opinion with respect to some matters and one or more other such Persons as toother matters, and any such Person may certify or give an opinion as to such matters in one orseveral documents.     Any certificate or opinion of an officer of the Company may be based, insofar as it relates tolegal matters, upon an Opinion of Counsel, or a certificate or representations by counsel,
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unless such officer knows, or in the exercise of reasonable care should know, that the opinion,certificate or representations with respect to the matters upon which his certificate or opinion isbased are erroneous. Any such Opinion of Counsel or certificate or representations 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 as to such factual matters is inthe possession of the Company, unless such counsel knows, or in the exercise of reasonable careshould know, that the certificate or opinion or representations with respect to such matters areerroneous.     Where any Person is required to make, give or execute two or more applications, requests,consents, certificates, statements, opinions or other instruments under this Indenture, they may,but need not, be consolidated and form one instrument.     SECTION 104. Acts of Holders.          (a) Any request, demand, authorization, direction, notice, consent, waiver or other actionprovided by this Indenture to be given or taken by Holders of the Outstanding Securities of allseries or one or more series, as the case may be, may be embodied in and evidenced by one or moreinstruments of substantially similar tenor signed by such Holders in person or by agents dulyappointed 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 thisIndenture to be given or taken by Holders of Securities of such series may, alternatively, beembodied in and evidenced by the record of Holders of Securities of such series voting in favorthereof, either in person or by proxies duly appointed in writing, at any meeting of Holders ofSecurities of such series duly called and held in accordance with the provisions of ArticleFifteen, or a combination of such instruments and any such record. Except as herein otherwiseexpressly provided, such action shall become effective when such instrument or instruments orrecord or both are delivered to the Trustee and, where it is hereby expressly required, to theCompany. Such instrument or instruments and any such record (and the action embodied therein andevidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing suchinstrument or instruments or so voting at any such meeting. Proof of execution of any suchinstrument or of a writing appointing any such agent, or of the holding by any Person of aSecurity, shall be sufficient for any purpose of this Indenture and conclusive in favor of theTrustee and the Company and any agent of the Trustee or the Company, if made in the manner providedin this Section. The record of any meeting of Holders of Securities shall be proved in the mannerprovided in Section 1506.          (b) The fact and date of the execution by any Person of any such instrument or writing maybe proved by the affidavit of a witness of such execution or by a certificate of a notary public orother officer authorized by law to take acknowledgments of deeds, certifying that the individualsigning such instrument or writing acknowledged to him the execution thereof. Where such executionis by a signer acting in a capacity other than his individual capacity, such certificate oraffidavit shall also constitute sufficient proof of his authority. Thefact and date of the execution of any such instrument or writing, or the authority of thePerson executing the same, may also be proved in any other reasonable manner which the Trusteedeems sufficient.
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          (c) The ownership of Registered Securities shall be proved by the Security Register. Asto any matter relating to beneficial ownership interests in any Global Security, the appropriatedepository’s records shall be dispositive for purposes of this Indenture.          (d) The ownership of Bearer Securities may be proved by the production of such BearerSecurities or by a certificate executed, as depository, by any trust company, bank, banker or otherdepository, wherever situated, if such certificate shall be deemed by the Trustee to besatisfactory, showing that at the date therein mentioned such Person had on deposit with suchdepository, or exhibited to it, the Bearer Securities therein described; or such facts may beproved by the certificate or affidavit of the Person holding such Bearer Securities, if suchcertificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Companymay assume that such ownership of any Bearer Security continues until (1) another certificate oraffidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2)such Bearer Security is produced to the Trustee by some other Person, or (3) such Bearer Securityis surrendered in exchange for a Registered Security, or (4) such Bearer Security is no longerOutstanding. The ownership of Bearer Securities may also be proved in any other manner which theTrustee deems sufficient.          (e) If the Company shall solicit from the Holders of Registered Securities any request,demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at itsoption, in or pursuant to a Board Resolution, fix in advance a record date for the determination ofHolders entitled to give such request, demand, authorization, direction, notice, consent, waiver orother Act, but the Company shall have no obligation to do so. Notwithstanding TIA Section 316(c),such record date shall be the record date specified in or pursuant to such Board Resolution, whichshall be a date not earlier than the date 30 days prior to the first solicitation of Holdersgenerally in connection therewith and not later than the date such solicitation is completed. Ifsuch 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 recordat the close of business on such record date shall be deemed to be Holders for the purposes ofdetermining whether Holders of the requisite proportion of Outstanding Securities have authorizedor agreed or consented to such request, demand, authorization, direction, notice, consent, waiveror other Act, and for that purpose the Outstanding Securities shall be computed as of such recorddate; provided that no such authorization, agreement or consent by the Holders on suchrecord date shall be deemed effective unless it shall become effective pursuant to the provisionsof this Indenture not later than eleven months after the record date.          (f) Any request, demand, authorization, direction, notice, consent, waiver or other Act ofthe Holder of any Security shall bind every future Holder of the same Security and the Holder ofevery Security issued upon the registration of transfer thereof or upon the conversion thereof orin exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be doneby the Trustee, any Security Registrar, any Paying Agent, anyAuthenticating Agent or the Company in reliance thereon, whether or not notation of suchaction is made upon such Security.
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     SECTION 105. Notices, etc., to Trustee and Company. Any request, demand,authorization, direction, notice, consent, waiver or Act of Holders or other document provided orpermitted 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 everypurpose hereunder if made, given, furnished or filed in writing to or with the Trustee at[_________________________] or at any other address previously furnished in writing to theCompany by the Trustee, Attention: [__________]; or     (2) the Company by the Trustee or by any Holder shall be sufficient for everypurpose hereunder (unless otherwise herein expressly provided) if in writing and mailed,first-class postage prepaid, to the Company addressed to it at the address of its principaloffice specified in the first paragraph of this Indenture or at any other address previouslyfurnished in writing to the Trustee by the Company, Attention: [__________]; or     (3) either the Trustee or the Company, by the other party or by any Holder, shallbe sufficient for every purpose hereunder if given by facsimile transmission, receiptconfirmed by telephone followed by an original copy delivered by guaranteed overnightcourier; if to the Trustee at facsimile number [__________]; and if to the Company atfacsimile number [__________].     SECTION 106. Notice to Holders; Waiver. Where this Indenture provides for notice ofany event to Holders of Registered Securities by the Company or the Trustee, such notice shall besufficiently 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 address as itappears in the Security Register, not later than the latest date, if any, and not earlier than theearliest date, if any, prescribed for the giving of such notice. In any case where notice toHolders of Registered Securities is given by mail, neither the failure to mail such notice, nor anydefect in any notice so mailed, to any particular Holder shall affect the sufficiency of suchnotice with respect to other Holders of Registered Securities or the sufficiency of any notice toHolders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the mannerherein prescribed shall be conclusively deemed to have been received by such Holder, whether or notsuch Holder actually receives such notice.     If by reason of the suspension of or irregularities in regular mail service or by reason ofany other cause it shall be impracticable to give such notice by mail, then such notification toHolders of Registered Securities as shall be made with the approval of the Trustee shall constitutea sufficient notification to such Holders for every purpose hereunder.     Except as otherwise expressly provided herein or otherwise specified with respect to anySecurities pursuant to Section 301, where this Indenture provides for notice to Holders of BearerSecurities of any event, such notice shall be sufficiently given if published in an AuthorizedNewspaper in The City of New York and in such other city or cities as may be specified in suchSecurities on a Business Day, such publication to be not later than the latest date, if any, andnot earlier than the earliest date, if any, prescribed for the giving of such notice. Any suchnotice shall be deemed to have been given on the date of such publication or, if published morethan once, on the date of the first such publication.
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     If by reason of the suspension of publication of any Authorized Newspaper or AuthorizedNewspapers or by reason of any other cause it shall be impracticable to publish any notice toHolders of Bearer Securities as provided above, then such notification to Holders of BearerSecurities as shall be given with the approval of the Trustee shall constitute sufficient notice tosuch Holders for every purpose hereunder. Neither the failure to give notice by publication to anyparticular Holder of Bearer Securities as provided above, nor any defect in any notice sopublished, shall affect the sufficiency of such notice with respect to other Holders of BearerSecurities or the sufficiency of any notice to Holders of Registered Securities given as providedherein.     Any request, demand, authorization, direction, notice, consent or waiver required or permittedunder this Indenture shall be in the English language, except that any published notice may be inan official language of the country of publication.     Where this Indenture provides for notice in any manner, such notice may be waived in writingby the Person entitled to receive such notice, either before or after the event, and such waivershall be the equivalent of such notice. Waivers of notice by Holders shall be filed with theTrustee, but such filing shall not be a condition precedent to the validity of any action taken inreliance upon such waiver.     SECTION 107. Counterparts; Effect of Headings and Table of Contents. This Indenturemay be executed in any number of counterparts, each of which so executed shall be deemed to be anoriginal, but all such counterparts shall together constitute but one and the same Indenture. TheArticle and Section headings herein and the Table of Contents are for convenience only and shallnot affect the construction hereof.     SECTION 108. Successors and Assigns. All covenants and agreements in this Indenture bythe Company shall bind its successors and assigns, whether so expressed or not.     SECTION 109. Severability Clause. In case any provision in this Indenture or in anySecurity or coupon shall be held invalid, illegal or unenforceable, the validity, legality andenforceability of the remaining provisions shall not in any way be affected or impaired thereby.     SECTION 110. Benefits of Indenture. Nothing in this Indenture or in the Securities orcoupons, if any, express or implied, shall give to any Person, other than the parties hereto, anySecurity Registrar, any Paying Agent, anyAuthenticating Agent and their successors hereunder and the Holders any benefit or any legal orequitable right, remedy or claim under this Indenture.     SECTION 111. Governing Law. This Indenture and the Securities and coupons shall begoverned by and construed in accordance with the laws of the State of New York. This Indenture issubject to the provisions of the TIA that are required to be part of this Indenture and shall, tothe extent applicable, be governed by such provisions.
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     SECTION 112. Legal Holidays. In any case where any Interest Payment Date, RedemptionDate, Repayment Date, sinking fund payment date, Stated Maturity or Maturity of any Security or thelast date on which a Holder has the right to convert or exchange a Security shall not be a BusinessDay at any Place of Payment, then (notwithstanding any other provision of this Indenture or anySecurity or coupon other than a provision in the Securities of any series which specifically statesthat such provision shall apply in lieu hereof), payment of interest or principal (and premium orMake-Whole Amount, if any) or conversion or exchange of such Security need not be made at suchPlace of Payment on such date, but (except as otherwise provided in the supplemental indenture withrespect to such Security) may be made on the next succeeding Business Day at such Place of Paymentwith the same force and effect as if made on the Interest Payment Date, Redemption Date, RepaymentDate or sinking fund payment date, or at the Stated Maturity or Maturity, or on such last day forconversion or exchange, provided that no interest shall accrue on the amount so payable for theperiod from and after such Interest Payment Date, Redemption Date, Repayment Date, sinking fundpayment date, Stated Maturity or Maturity, as the case may be.     SECTION 113. Limited Liability; Immunity of Stockholders, Directors, Officers and Agents ofthe Company. Notwithstanding any other provision of this Indenture or of the Securities of anyseries to the contrary, no recourse under or upon any obligation, covenant or agreement containedin this Indenture or in any Security, or for the payment of any sums due on account of anyindebtedness evidenced thereby, including without limitation principal, premium or interest, ifany, or for any claim based on this Indenture or any Security or otherwise in respect of thisIndenture or any Security, shall be had, whether by levy or execution or otherwise, against (i) theCompany, the Company’s assets or against any past, present or future stockholder, employee,officer, director or agent, as such, of the Company or any successor, either directly or throughthe Company or any successor, under any rule of law, statute, constitutional provision or by theenforcement of any assessment or penalty, or by any legal or equitable proceeding or otherwise, norshall any such parties be personally liable for any such amounts, obligations or claims, or liablefor any deficiency judgment based thereon or with respect thereto, it being expressly understoodthat the sole remedies hereunder or under any other document with respect to the Securities againstsuch parties with respect to such amounts, obligations or claims shall be against the Company andthat all such liability of and recourse against such parties is expressly waived and released bythe acceptance of the Securities by the Holders and as part of the consideration for the issue ofthe Securities.     SECTION 114. Conflict with Trust Indenture Act. If any provision hereof limits,qualifies or conflicts with another provision hereof which is required or deemed to be included inthis Indenture by any of the provisions of the Trust Indenture Act, such required provision shallcontrol. If any provision of this Indenture modifies or excludes any provision of the TrustIndenture Act that may be so modified or excluded, the latter provision shall be deemed to apply tothis Indenture as so modified or to be excluded, as the case may be.
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ARTICLE TWO — SECURITIES FORMS     SECTION 201. Forms of Securities. The Registered Securities, if any, of each seriesand the Bearer Securities, if any, of each series and related coupons shall be substantially in theform of Exhibit A hereto or in such other form as shall be established in one or moreindentures supplemental hereto or approved from time to time by or pursuant to a Board Resolutionin accordance with Section 301, shall have such appropriate insertions, omissions, substitutionsand other variations as are required or permitted by this Indenture or any indenture supplementalhereto, and may have such letters, numbers or other marks of identification or designation and suchlegends or endorsements placed thereon as the Company may deem appropriate and as are notinconsistent with the provisions of this Indenture, or as may be required to comply with any law orwith any rule or regulation made pursuant thereto or with any rule or regulation of anyover-the-counter market or securities exchange, on which the Securities may be quoted or listed, orto conform to usage.     Unless otherwise specified as contemplated by Section 301, Bearer Securities shall haveinterest coupons attached.     The definitive Securities and coupons shall be printed, lithographed or engraved or producedby any combination of these methods on a steel engraved border or steel engraved borders ormechanically reproduced on safety paper or may be produced in any other manner, all as determinedby the officers executing such Securities or coupons, as evidenced by their execution of suchSecurities or coupons.     SECTION 202. Form of Trustee’s Certificate of Authentication. Subject to Section 611,the Trustee’s certificate of authentication shall be in substantially the following form:     This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.          ,  as Trustee         Dated:                                          By:      Authorized Signatory            SECTION 203. Securities Issuable in Global Form. If Securities of or within a seriesare issuable in the form of one or more Global Securities, then, notwithstanding clause (8) ofSection 301 and the provisions of Section 302, any such Global Security or Securities may providethat it or they shall represent the aggregate amount of all Outstanding Securities of such series(or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon andmay also provide that the aggregate amount of Outstanding Securities of such series representedthereby may from time to time be increased or decreased to reflect exchanges. Any endorsement ofany Global Security to reflect the amount, or any increase or decrease in the amount, or changes inthe rights of Holders thereof, of Outstanding Securities represented thereby shall be made (orcaused to be made) by the Trustee in such manner or by such Person or
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Persons as shall be specifiedtherein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304.Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliverand redeliver any Global Security in permanent global form in the manner and upon instructionsgiven by the Person or Persons specified therein or in the applicable Company Order. If a CompanyOrder pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions bythe Company with respect to endorsement or delivery or redelivery of a Global Security shall be inwriting but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel.     The provisions of the last sentence of Section 303 shall apply to any Security represented bya Global Security if such Security was never issued and sold by the Company and the Companydelivers to the Trustee the Global Security together with written instructions (which need notcomply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to thereduction in the principal amount of Securities represented thereby, together with the writtenstatement contemplated by the last sentence of Section 303.     Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated bySection 301, payment of principal of and any premium or Make-Whole Amount, if any, and interest onany Global Security in permanent global form shall be made to the registered Holder thereof.     Notwithstanding the provisions of Section 308 and except as provided in the precedingparagraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat asthe Holder of such principal amount of Outstanding Securities represented by a permanentGlobal Security (i) in the case of a permanent Global Security in registered form, the Holder ofsuch permanent Global Security in registered form, or (ii) in the case of a permanent GlobalSecurity in bearer form, Euroclear or Clearstream.     Any Global Security authenticated and delivered hereunder shall bear a legend in substantiallythe following form:     “This Security is a Global Security within the meaning set forth in the Indenture hereinafterreferred to and is registered in the name of a Depository or a nominee of a Depository. ThisSecurity is exchangeable for Securities registered in the name of a person other than theDepository or its nominee only in the limited circumstances described in the Indenture, and may notbe transferred except as a whole by the Depository to a nominee of the Depository or by a nomineeof the Depository to the Depository or another nominee of the Depository or by the Depository orits nominee to a successor Depository or its nominee.”ARTICLE THREE — THE SECURITIES     SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal amount ofSecurities which may be authenticated and delivered under this Indenture is unlimited.     The Securities may be issued in one or more series, each of which shall be authorized pursuantto Board Resolutions of the Company. There shall be established in one or more Board
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Resolutionsor pursuant to authority granted by one or more Board Resolutions and, subject to Section 303, setforth in an Officers’ Certificate, or established in one or more indentures supplemental hereto,prior to the issuance of Securities of any series:     (1) The title of the Securities of the series, including “CUSIP” numbers (whichshall distinguish the Securities of such series from all other series of Securities);     (2) Any limit upon the aggregate principal amount of the Securities of the seriesthat may be authenticated and delivered under this Indenture (except for Securitiesauthenticated and delivered upon registration of transfer of, or upon conversion of, or inexchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305,306, 906, 1107 or 1305) and the minimum authorized denominations with respect to theSecurities of such series;     (3) The price (expressed as a percentage of the principal amount thereof) at whichsuch Securities will be issued and, if other than the principal amount thereof, the portionof the principal amount thereof payable upon declaration of acceleration of the maturitythereof or (if applicable) the portion of the principal amount of such Securities that isconvertible into Common Stock or Preferred Stock or the method by which any such portionshall be determined;     (4) If convertible, the terms on which such Securities are convertible, includingthe initial conversion price or rate and the conversion period and any applicablelimitations on the ownership or transferability of Common Stock or Preferred Stockreceivable on conversion;     (5) The date or dates, or the method for determining such date or dates, on whichthe principal of such Securities will be payable;     (6) The rate or rates (which may be fixed or variable), or the method by which suchrate or rates shall be determined, at which such Securities will bear interest, if any;     (7) The date or dates, or the method for determining such date or dates, from whichany such interest will accrue, the Interest Payment Dates on which any such interest will bepayable, the Regular Record Dates for such Interest Payment Dates, or the method by whichsuch dates shall be determined, the Persons to whom such interest shall be payable, and thebasis upon which interest shall be calculated if other than that of a 360-day year of twelve30-day months;     (8) The Make-Whole Amount, if any, or method for determining the Make-Whole Amount,if any, payable with respect to such Securities, and the terms upon which such amount, ifany, will be payable;     (9) The place or places where the principal of (and premium or Make-Whole Amount,if any) and interest, if any, on such Securities will be payable, where such Securities maybe surrendered for registration of transfer or conversion or exchange and
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where notices or demands to or upon the Company in respect of such Securities and this Indenture may beserved;     (10) The period or periods, if any, within which, the price or prices at which andthe other terms and conditions upon which such Securities may, pursuant to any optional ormandatory redemption provisions, be redeemed, as a whole or in part, at the option of theCompany;     (11) The obligation, if any, of the Company to redeem, repay or purchase suchSecurities pursuant to any sinking fund or analogous provision or at the option of a Holderthereof, and the period or periods within which, the price or prices at which and the otherterms and conditions upon which such Securities will be redeemed, repaid or purchased, as awhole or in part, pursuant to such obligation;     (12) If other than Dollars, the currency or currencies in which such Securities aredenominated and payable, which may be a foreign currency or units of two or more foreigncurrencies or a composite currency or currencies, the manner of determining the equivalentthereof in Dollars for purposes of the definition of “Outstanding” in Section 101, and theterms and conditions relating thereto;     (13) Whether the amount of payments of principal of (and premium or Make-WholeAmount, if any, including any amount due upon redemption, if any) or interest on suchSecurities may be determined with reference to an index, formula or other method(which index, formula or method may, but need not be, based on the yield on or tradingprice of other securities, including United States Treasury securities or on a currency,currencies, currency unit or units, or composite currency or currencies) and the manner inwhich such amounts shall be determined;     (14) Whether the principal of (and premium or Make-Whole Amount, if any) orinterest on the Securities of the series are to be payable, at the election of the Companyor a Holder thereof, in a currency or currencies, currency unit or units or compositecurrency or currencies other than that in which such Securities are denominated or stated tobe payable, the period or periods within which, and the terms and conditions upon which,such election may be made, and the time and manner of, and identity of the exchange rateagent with responsibility for, determining the exchange rate between the currency orcurrencies, currency unit or units or composite currency or currencies in which suchSecurities are denominated or stated to be payable and the currency or currencies, currencyunit or units or composite currency or currencies in which such Securities are to be sopayable;     (15) Provisions, if any, granting special rights to the Holders of Securities ofthe series upon the occurrence of such events as may be specified;     (16) Any deletions from, modifications of or additions to the Events of Default orcovenants of the Company with respect to Securities of the series, whether or not suchEvents of Default or covenants are consistent with the Events of Default or covenants setforth herein;
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     (17) Whether and under what circumstances the Company will pay any additionalamounts on such Securities in respect of any tax, assessment or governmental charge and, ifso, whether the Company will have the option to redeem such Securities in lieu of makingsuch payment;     (18) Whether Securities of the series are to be issuable as Registered Securities,Bearer Securities (with or without coupons) or both, any restrictions applicable to theoffer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities ofthe series may be exchanged for Registered Securities of the series and vice versa (ifpermitted by applicable laws and regulations), whether any Securities of the series are tobe issuable initially in temporary global form and whether any Securities of the series areto be issuable in permanent global form with or without coupons and, if so, whetherbeneficial owners of interests in any such permanent global Security may, or shall berequired to, exchange such interests for Securities of such series and of like tenor of anyauthorized form and denomination and the circumstances under which any such exchanges may,or shall be required to, occur, if other than in the manner provided in the Indenture, and,if Registered Securities of the series are to be issuable as a Global Security, the identityof the depository for such series;     (19) The date as of which any Bearer Securities of the series and any temporaryGlobal Security representing outstanding Securities of the series shall be dated if otherthan the date of original issuance of the first Security of the series to be issued;     (20) The Person to whom any interest on any Registered Security of the series shallbe payable, if other than the Person in whose name that Security (or one or more PredecessorSecurities) is registered at the close of business on the Regular Record Date for suchinterest the manner in which, or the Person to whom, any interest on any Bearer Security ofthe series shall be payable, if otherwise than upon presentation and surrender of thecoupons appertaining thereto as they severally mature, and the extent to which, or themanner in which, any interest payable on a temporary Global Security on an Interest PaymentDate will be paid if other than in the manner provided herein; provided,however, in each case, that the manner of determining such Person or making suchpayment shall be acceptable to the Trustee (as not imposing on it any undue administrativeburden or risk of liability);     (21) The applicability, if any, of the Defeasance and Covenant Defeasanceprovisions of Article Fourteen hereof to the Securities of the series;     (22) The obligation, if any, of the Company to permit the conversion of theSecurities of such series into Common Stock or Preferred Stock, as the case may be, and theterms and conditions upon which such conversion shall be effected (including, withoutlimitation, the initial conversion price or rate, the conversion period, any adjustment ofthe applicable conversion price and any requirements relative to the reservation of suchshares for purposes of conversion);     (23) If the Securities of such series are to be issuable in definitive form(whether upon original issue or upon exchange of a temporary Security of such series)
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only upon receipt of certain certificates or other documents or satisfaction of other conditions,then the form and/or terms of such certificates, documents or conditions;     (24) Designation of the Trustee, if different from the Trustee under the Indenture,with respect to such series and the terms applicable to such Trustee (which shall beaccepted by such Trustee by its execution and delivery of a supplemental indenture asprovided therein); and     (25) Any other terms of the series (which terms shall not be inconsistent with theprovisions of this Indenture).     All Securities of any one series and the coupons appertaining to any Bearer Securities of suchseries shall be substantially identical except, in the case of Registered Securities, as todenomination and except as may otherwise be provided in or pursuant to such Board Resolution(subject to Section 303) and set forth in such Officers’ Certificate or in any such indenturesupplemental 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, forissuances of additional Securities of such series.     If any of the terms of the Securities of any series are established by action taken pursuantto one or more Board Resolutions, a copy of an appropriate record of such action(s) shall becertified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee ator prior to the delivery of the Officers’ Certificate setting forth the terms of the Securities ofsuch series.     SECTION 302. Denominations. The Securities of each series shall be issuable in suchdenominations as shall be specified as contemplated by Section 301. With respect to Securities ofany series denominated in Dollars, in the absence of any such provisions with respect to theSecurities of any series, the Securities of such series, other than Global Securities (which may beof any denomination), shall be issuable in denominations of $1,000 and any integral multiplethereof or the equivalent amounts thereof in the case of Securities denominated in the ForeignCurrency or currency unit.     SECTION 303. Execution, Authentication, Delivery and Dating. The Securities and anycoupons appertaining thereto shall be executed on behalf of the Company by its Chairman of theBoard, its Chief Executive Officer, its President, or one of its Vice Presidents, under itscorporate seal reproduced thereon, and attested by its Secretary or one of its AssistantSecretaries. The signature of any of these officers on the Securities and coupons may be manual orfacsimile signatures of the present or any future such authorized officer and may be imprinted orotherwise reproduced on the Securities.     Securities and coupons bearing the manual or facsimile signatures of individuals who were atany time the proper officers of the Company shall bind the Company, notwithstanding that suchindividuals or any of them have ceased to hold such offices prior to the authentication anddelivery of such Securities or did not hold such offices at the date of such Securities or coupons.
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     At any time and from time to time after the execution and delivery of this Indenture, theCompany may deliver Securities of any series, together with any coupon appertaining thereto,executed by the Company to the Trustee for authentication, together with a Company Order for theauthentication and delivery of such Securities (accompanied by a copy of the Board Resolution andthe Officers’ Certificate or supplemental indenture contemplated by Section 301), and the Trusteein accordance with the Company Order shall authenticate and deliver such Securities;provided, however, that, in connection with its original issuance, no BearerSecurity shall be mailed or otherwise delivered to any location in the United States; andprovidedfurther that, unless otherwise specified with respect to any series ofSecurities pursuant to Section 301, a Bearer Security may be delivered in connection with itsoriginal issuance only if the Person entitled to receive such Bearer Security shall have furnisheda certificate to Euroclear or Clearstream, as the case may be, in the form set forth in ExhibitB-1 to this Indenture or such other certificate as may be specified by the Company with respectto any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to theearlier of the date on which such Bearer Security is delivered and the date on which any temporarySecurity first becomes exchangeable for such Bearer Security in accordance with the terms of suchtemporary Security and this Indenture. If any Security shall be represented by a permanent GlobalSecurity, then, for purposes of this Section and Section 304, the notation of a beneficial owner’sinterest therein upon original issuance of such Security or upon exchange of a portion of atemporary Global Security shall be deemed to be delivery in connection with its original issuanceof such beneficial owner’s interest in such permanent Global Security. Except as permitted bySection 306, the Trustee shall not authenticate and deliver any Bearer Security unless allappurtenant coupons for interest then matured have been detached and canceled.     If all the Securities of any series are not to be issued at one time and if the BoardResolution or supplemental indenture establishing such series shall so permit, such Company Ordermay set forth procedures acceptable to the Trustee for the issuance of such Securities anddetermining the terms of particular Securities of such series, such as interest rate or formula,maturity date, date of issuance and date from which interest shall accrue. In authenticating suchSecurities, and accepting the additional responsibilities under this Indenture in relation to suchSecurities, the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through315(d)) shall be fully protected in relying upon,     (i) an Opinion of Counsel stating that     (a) the form or forms of such Securities and any coupons have beenestablished in conformity with the provisions of this Indenture;     (b) the terms of such Securities and any coupons have beenestablished in conformity with the provisions of this Indenture; and     (c) such Securities, together with any coupons appertainingthereto, when completed by appropriate insertions and executed and deliveredby the Company to the Trustee for authentication in accordance with thisIndenture, authenticated and delivered by the Trustee in accordance withthis Indenture and issued by the Company in the manner and subject to anyconditions specified in such Opinion of Counsel, will
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constitute legal,valid and legally binding obligations of the Company, enforceable inaccordance with their terms, subject to applicable bankruptcy, insolvency,fraudulent transfer, reorganization and other similar laws of generalapplicability relating to or affecting the enforcement of creditors’ rightsgenerally and to general equitable principles; and     (ii) an Officers’ Certificate stating that all conditions precedentprovided for in this Indenture relating to the issuance of the Securities have beencomplied with and that, to the best of the knowledge of the signers of suchcertificate, that no Event of Default with respect to any of the Securities shallhave occurred and be continuing.     If such form or terms have been so established, the Trustee shall not be required toauthenticate such Securities (or to enter into the related supplemental indenture, if applicable)if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights,duties, obligations or immunities under the Securities and this Indenture or otherwise in a mannerwhich is not reasonably acceptable to the Trustee.     Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all theSecurities of any series are not to be issued at one time, it shall not be necessary to deliver anOfficers’ Certificate otherwise required pursuant to Section 301 or a Company Order, or an Opinionof Counsel or an Officers’ Certificate otherwise required pursuant to the preceding paragraph atthe time of issuance of each Security of such series, but such order, opinion andcertificates, with appropriate modifications to cover such future issuances, shall bedelivered at or before the time of issuance of the first Security of such series.     Each Registered Security shall be dated the date of its authentication and each BearerSecurity shall be dated as of the date specified as contemplated by Section 301.     No Security or coupon shall be entitled to any benefit under this Indenture or be valid orobligatory for any purpose unless there appears on such Security or Security to which such couponappertains a certificate of authentication substantially in the form provided for herein dulyexecuted by the Trustee (subject to Section 611) by manual signature of an authorized signatory,and such certificate upon any Security shall be conclusive evidence, and the only evidence, thatsuch Security has been duly authenticated and delivered hereunder and is entitled to the benefitsof this Indenture. Notwithstanding the foregoing, if any Security (including a Global Security)shall have been authenticated and delivered hereunder but never issued and sold by the Company, andthe Company shall deliver such Security to the Trustee for cancellation as provided in Section 309together with a written statement (which need not comply with Section 102 and need not beaccompanied by an Opinion of Counsel) stating that such Security has never been issued and sold bythe Company, for all purposes of this Indenture such Security shall be deemed never to have beenauthenticated and delivered hereunder and shall never be entitled to the benefits of thisIndenture.     SECTION 304. Temporary Securities.
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          (a) Pending the preparation of definitive Securities of any series, the Company mayexecute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securitieswhich are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorizeddenomination, substantially of the tenor of the definitive Securities in lieu of which they areissued, in registered form, or, if authorized, in bearer form with one or more coupons or withoutcoupons, and with such appropriate insertions, omissions, substitutions and other variations as theofficers executing such Securities may determine, as conclusively evidenced by their execution ofsuch Securities. In the case of Securities of any series, such temporary Securities may be inglobal form.     Except in the case of temporary Global Securities (which shall be exchanged as otherwiseprovided herein or as otherwise provided in or pursuant to a Board Resolution or supplementalindenture pursuant to Section 301), if temporary Securities of any series are issued, the Companywill cause definitive Securities of that series to be prepared without unreasonable delay. Afterthe preparation of definitive Securities of such series, the temporary Securities of such seriesshall be exchangeable for definitive Securities of such series upon surrender of the temporarySecurities of such series at the office or agency of the Company in a Place of Payment for thatseries, without charge to the Holder. Upon surrender for cancellation of any one or more temporarySecurities of any series (accompanied by any non-matured coupons appertaining thereto), the Companyshall execute (in accordance with a Company Order delivered at or prior to the authentication ofthe first definitive security to such series) and the Trustee shall authenticate and deliver inexchange therefor a like principal amount of definitive Securities ofthe same series of authorized denominations; provided, however, that nodefinitive Bearer Security shall be delivered in exchange for a temporary Registered Security; andprovidedfurther that a definitive Bearer Security shall be delivered in exchangefor a temporary Bearer Security only in compliance with the conditions set forth in Section 303.Until so exchanged, the temporary Securities of any series shall in all respects be entitled to thesame benefits under this Indenture as definitive Securities of such series.          (b) Unless otherwise provided in or pursuant to a Board Resolution or supplementalindenture pursuant to Section 301, the following provisions of this Section 304(b) shall govern theexchange of temporary Securities other than through the facilities of the DTC. If any suchtemporary Security is issued in global form, then such temporary Global Security shall, unlessotherwise provided therein, be delivered to the London office of a depository or common depositoryupon and pursuant to written direction of the Company (the “Common Depository”), for the benefit ofEuroclear and Clearstream, for credit to the respective accounts of the beneficial owners of suchSecurities (or to such other accounts as they may direct).     Without unnecessary delay but in any event not later than the date specified in, or determinedpursuant to the terms of, any such temporary Global Security (the “Exchange Date”), the Companyshall deliver to the Trustee definitive Securities, in aggregate principal amount equal to theprincipal amount of such temporary Global Security, executed by the Company. On or after theExchange Date, such temporary Global Security shall be surrendered by the Common Depository to theTrustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time inpart, for definitive Securities without charge, and the Trustee shall authenticate and deliver, inexchange for each portion of such temporary Global Security, an equal aggregate principal amount ofdefinitive Securities of the same series of authorized
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denominations and of like tenor as theportion of such temporary Global Security to be exchanged. The definitive Securities to bedelivered in exchange for any such temporary Global Security shall be in bearer form, registeredform, permanent global bearer form or permanent global registered form, or any combination thereof,as specified as contemplated by Section 301, and, if any combination thereof is so specified, asrequested by the beneficial owner thereof (as directed by or pursuant to information provided bythe Common Depository); provided, however, that, unless otherwise specified in suchtemporary Global Security, upon such presentation by the Common Depository, such temporary GlobalSecurity shall be accompanied by a certificate dated the Exchange Date or a subsequent date andsigned by Euroclear as to the portion of such temporary Global Security held for its account thento be exchanged and a certificate dated the Exchange Date or a subsequent date and signed byClearstream as to the portion of such temporary Global Security held for its account then to beexchanged, each in the form set forth in Exhibit B-2 to this Indenture or in such otherform as may be established pursuant to Section 301; and providedfurther thatdefinitive Bearer Securities shall be delivered in exchange for a portion of a temporary GlobalSecurity only in compliance with the requirements of Section 303.     Unless otherwise specified in such temporary Global Security, the interest of a beneficialowner of Securities of a series in a temporary Global Security shall be exchanged for definitiveSecurities of the same series and of like tenor following the Exchange Date when the account holderinstructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf anddelivers to Euroclear or Clearstream, as the case may be, a certificate in the form setforth in Exhibit B-1 to this Indenture (or in such other form as may be establishedpursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of whichcertificate shall be available from the offices of Euroclear and Clearstream, the Trustee, anyAuthenticating Agent appointed for such series of Securities and each Paying Agent. Unlessotherwise specified in such temporary Global Security, any such exchange shall be made free ofcharge to the beneficial owners of such temporary Global Security, except that a Person receivingdefinitive Securities must bear the cost of insurance, postage, transportation and the like unlesssuch Person takes delivery of such definitive Securities in person at the offices of Euroclear orClearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of atemporary Global Security shall be delivered only to an address located outside the United States.     Until exchanged in full as hereinabove provided, the temporary Securities of any series shallin all respects be entitled to the same benefits under this Indenture as definitive Securities ofthe same series and of like tenor authenticated and delivered hereunder, except that, unlessotherwise specified as contemplated by Section 301, interest payable on a temporary Global Securityon an Interest Payment Date for Securities of such series occurring prior to the applicableExchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upondelivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the formset forth in Exhibit B-2 to this Indenture (or in such other forms as may be establishedpursuant to Section 301), for credit without further interest on or after such Interest PaymentDate to the respective accounts of Persons who are the beneficial owners of such temporary GlobalSecurity on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, asthe case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Dateoccurring prior to such Exchange Date in the form set forth as Exhibit
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B-1 to this Indenture (or in such other forms as may be established pursuant toSection 301). Notwithstanding anything to the contrary herein contained, the certifications madepursuant to this paragraph shall satisfy the certification requirements of the preceding twoparagraphs of this Section 304(b) and of the third paragraph of Section 303 of this Indenture andthe interests of the Persons who are the beneficial owners of the temporary Global Security withrespect to which such certification was made will be exchanged for definitive Securities of thesame series and of like tenor on the Exchange Date or the date of certification if such date occursafter the Exchange Date, without further act or deed by such beneficial owners. Except asotherwise provided in this paragraph, no payments of principal or interest owing with respect to abeneficial interest in a temporary Global Security will be made unless and until such interest insuch temporary Global Security shall have been exchanged for an interest in a definitive Security.Any interest so received by Euroclear and Clearstream and not paid as herein provided shall bereturned to the Trustee prior to the expiration of two years after such Interest Payment Date inorder to be repaid to the Company.     With respect to Exhibit B-1 or B-2 to this Indenture, the Company may, in its discretion andif required or desirable under applicable law, substitute one or more other forms of such exhibitsfor such exhibits, eliminate the requirement that any or all certificate be provided, or change thetime that any certificate may be required, providedthat such substitute form orforms or notice of elimination or change of such certification requirement have theretofore beendelivered to the Trustee with a Company Request and such form or forms, elimination or change isreasonably acceptable to the Trustee.     SECTION 305. Registration, Registration of Transfer, Conversion and Exchange. TheCompany shall cause to be kept at the Corporate Trust Office of the Trustee or in any office oragency of the Company in a Place of Payment a register for each series of Securities (the registersmaintained in such office or in any such office or agency of the Company in a Place of Paymentbeing herein sometimes referred to collectively as the “Security Register”) in which, subject tosuch reasonable regulations as it may prescribe, the Company shall provide for the registration ofRegistered Securities and of transfers of Registered Securities. The Security Register shall be inwritten form or any other form capable of being converted into written form within a reasonabletime. The Trustee, at its Corporate Trust Office, is hereby initially appointed “SecurityRegistrar” for the purpose of registering Registered Securities and transfers of RegisteredSecurities on such Security Register as herein provided. In the event that the Trustee shall ceaseto be Security Registrar, it shall have the right to examine, and be provided a copy of, theSecurity Register at all reasonable times.     Subject to the provisions of this Section 305, upon surrender for registration of transfer ofany Registered Security of any series at any office or agency of the Company in a Place of Paymentfor that series, the Company shall execute, and the Trustee shall authenticate and deliver, in thename of the designated transferee or transferees, one or more new Registered Securities of the sameseries, of any authorized denominations and of a like aggregate principal amount, bearing a numbernot contemporaneously outstanding, and containing identical terms and provisions.
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     Subject to theprovisions of this Section 305, at the option of the Holder, Registered Securities of any seriesmay be exchanged for other Registered Securities of the same series, of any authorized denominationor denominations and of a like aggregate principalamount, containing identical terms and provisions, upon surrender of the Registered Securitiesto be exchanged at any such office or agency. Whenever any such Registered Securities are sosurrendered for exchange, the Company shall execute, and the Trustee shall authenticate anddeliver, the Registered Securities which the Holder making the exchange is entitled to receive.Unless otherwise specified with respect to any series of Securities as contemplated by Section 301,Bearer Securities may not be issued in exchange for Registered Securities.     If (but only if) permitted by the applicable Board Resolution and (subject to Section 303) setforth in the applicable Officers’ Certificate, or in any indenture supplemental hereto, deliveredas contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may beexchanged for Registered Securities of the same series of any authorized denominations and of alike aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchangedat any such office or agency, with all unmatured coupons and all matured coupons in default theretoappertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon orcoupons or matured coupon or coupons in default, any such permitted exchange may be effected if theBearer Securities are accompanied by payment in funds acceptable to the Company (or to the Trusteefor the Security in case of matured coupons in default) in an amount equal to the face amount ofsuch missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived bythe Company and the Trustee if there is furnished to them such security or indemnity as they mayrequire to save each of them and any Paying Agent harmless. If thereafter the Holder of suchSecurity shall surrender to any Paying Agent any such missing coupon in respect of which such apayment 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 1002, interestrepresented by coupons shall be payable only upon presentation and surrender of those coupons at anoffice or agency located outside the United States. Notwithstanding the foregoing, in case aBearer Security of any series is surrendered at any such office or agency in a permitted exchangefor a Registered Security of the same series and like tenor after the close of business at suchoffice or agency on (i) any Regular Record Date and before the opening of business at such officeor agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before theopening of business at such office or agency on the related proposed date for payment of DefaultedInterest, such Bearer Security shall be surrendered without the coupon relating to such InterestPayment Date or proposed date for payment, as the case may be, 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 BearerSecurity, but will be payable only to the Holder of such coupon when due in accordance with theprovisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Companyshall execute, and the Trustee shall authenticate and deliver, the Securities which the Holdermaking the exchange is entitled to receive.     Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301,any permanent Global Security shall be exchangeable only as provided in this paragraph. If thedepository for any permanent Global Security is DTC, then, unless the terms of such Global Securityexpressly permit such Global Security to be exchanged in whole or in part for definitive
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Securities, a Global Security may be transferred, in whole but not in part, only to a nominee ofDTC, or by a nominee of DTC to DTC, or to a successor to DTC for such Global Security selected orapproved by the Company or to a nominee of such successor to DTC. If at any timeDTC notifies the Company that it is unwilling or unable to continue as depository for theapplicable Global Security or Securities or if at any time DTC ceases to be a clearing agencyregistered under the Exchange Act if so required by applicable law or regulation, the Company shallappoint a successor depository with respect to such Global Security or Securities. If (w) asuccessor depository for such Global Security or Securities is not appointed by the Company within90 days after the Company receives such notice or becomes aware of such unwillingness, inability orineligibility, (x) the Company delivers to the Trustee for Securities of such series in registeredform a Company Order stating that the Securities of such series shall be exchangeable, (y) an Eventof Default has occurred and is continuing and the beneficial owners representing a majority inprincipal amount of the applicable series of Securities represented by such Global Security orSecurities advise DTC to cease acting as depository for such Global Security or Securities or (z)the Company, in its sole discretion, determines at any time that all Outstanding Securities (butnot less than all) of any series issued or issuable in the form of one or more Global Securitiesshall no longer be represented by such Global Security or Securities, then the Company shallexecute, and the Trustee shall authenticate and deliver definitive Securities of like series, rank,tenor and terms in definitive form in an aggregate principal amount equal to the principal amountof such Global Security or Securities. If any beneficial owner of an interest in a permanentglobal Security is otherwise entitled to exchange such interest for Securities of such series andof like tenor and principal amount of another authorized form and denomination, as specified ascontemplated by Section 301 and provided that any applicable notice provided in the permanentGlobal Security shall have been given, then without unnecessary delay but in any event not laterthan the earliest date on which such interest may be so exchanged, the Company shall execute, andthe Trustee shall authenticate and deliver definitive Securities in aggregate principal amountequal to the principal amount of such beneficial owner’s interest in such permanent GlobalSecurity. On or after the earliest date on which such interests may be so exchanged, suchpermanent Global Security shall be surrendered for exchange by DTC or such other depository asshall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agentfor such purpose; provided, however, that no such exchanges may occur during aperiod beginning at the opening of business 15 days before any selection of Securities to beredeemed and ending on the relevant Redemption Date if the Security for which exchange is requestedmay be among those selected for redemption; and providedfurther that no BearerSecurity delivered in exchange for a portion of a permanent Global Security shall be mailed orotherwise delivered to any location in the United States. If a Registered Security is issued inexchange for any portion of a permanent Global Security after the close of business at the officeor agency where such exchange occurs on (i) any Regular Record Date and before the opening ofbusiness at such office or agency on the relevant Interest Payment Date, or (ii) any Special RecordDate and the opening of business at such office or agency on the related proposed date for paymentof Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable onsuch Interest Payment Date or proposed date for payment, as the case may be, in respect of suchRegistered Security, but will be payable on such Interest Payment Date or proposed date forpayment, as the case may be, only to the Person to whom interest in respect of such portion of suchpermanent Global Security is payable in accordance with the provisions of this Indenture.
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     All Securities issued upon any registration of transfer or conversion or exchange ofSecurities shall be the valid obligations of the Company, evidencing the same debt, and entitledto the same benefits under this Indenture, as the Securities surrendered upon suchregistration of transfer or conversion or exchange.     Every Registered Security presented or surrendered for registration of transfer or forconversion, exchange or redemption shall (if so required by the Company or the Security Registrar)be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to theCompany and the Security Registrar, duly executed by the Holder thereof or his attorney dulyauthorized in writing.     No service charge shall be made to the Holder for any registration of transfer or conversionor exchange of Securities, but the Company may require payment of a sum sufficient to cover any taxor other governmental charge that may be imposed in connection with any registration of transfer orconversion or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or1305 not involving any transfer.     The Company or the Trustee, as applicable, shall not be required (i) to issue, register thetransfer of or exchange any Security if such Security may be among those selected for redemptionduring a period beginning at the opening of business 15 days before selection of the Securities tobe redeemed under Section 1103 and ending at the close of business on (A) if such Securities areissuable only as Registered Securities, the day of the mailing of the relevant notice of redemptionand (B) if such Securities are issuable as Bearer Securities, the day of the first publication ofthe relevant notice of redemption or, if such Securities are also issuable as Registered Securitiesand there is no publication, the mailing of the relevant notice of redemption, or (ii) to registerthe transfer of or exchange any Registered Security so selected for redemption in whole or in part,except, in the case of any Registered Security to be redeemed in part, the portion thereof not tobe redeemed, or (iii) to exchange any Bearer Security so selected for redemption except that such aBearer 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,or (iv) to issue, register the transfer of or exchange any Security which has been surrendered forrepayment at the option of the Holder, except the portion, if any, of such Security not to be sorepaid.     Furthermore, notwithstanding any other provision of this Section 305, the Company will not berequired to exchange any Securities if, as a result of the exchange, the Company would sufferadverse consequences under any United States law or regulation.     SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilatedSecurity or a Security with a mutilated coupon appertaining to it is surrendered to the Trustee orthe Company, together with, in proper cases, such security or indemnity as may be required by theCompany or the Trustee to save each of them or any agent of either of them harmless, the Companyshall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security ofthe same series and principal amount, containing identical terms and provisions and bearing anumber not contemporaneously outstanding, with coupons corresponding to the coupons, if any,appertaining to the surrendered Security.
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     If there shall be delivered to the Company and to the Trustee (i) evidence to theirsatisfaction of the destruction, loss or theft of any Security or coupon, and (ii) such security orindemnity 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 coupon has beenacquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shallauthenticate and deliver, in lieu of any such destroyed, lost or stolen Security or in exchange forthe Security to which a destroyed, lost or stolen coupon appertains (with all appurtenant couponsnot destroyed, lost or stolen), a new Security of the same series and principal amount, containingidentical terms and provisions and bearing a number not contemporaneously outstanding, with couponscorresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or tothe Security to which such destroyed, lost or stolen coupon appertains.     Notwithstanding the provisions of the previous two paragraphs, in case any such mutilated,destroyed, lost or stolen Security or coupon has become or is about to become due and payable, theCompany in its discretion may, instead of issuing a new Security, with coupons corresponding to thecoupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security towhich such destroyed, lost or stolen coupon appertains, pay such Security or coupon if theapplicant for such payment shall furnish to the Company and the Trustee for such Security suchsecurity or indemnity as may be required by them to save each of them harmless, and in the case ofdestruction, loss or theft, evidence satisfactory to the Company and Trustee and any agent of anyof them of the destruction, loss or theft of such Security and the ownership thereof;provided, however, that payment of principal of (and premium or Make-Whole Amount,if any), and interest, if any, on, Bearer Securities shall, except as otherwise provided in Section1002, be payable only at an office or agency located outside the United States and, unlessotherwise specified as contemplated by Section 301, any interest on Bearer Securities shall bepayable only upon presentation and surrender of the coupons appertaining thereto.     Upon the issuance of any new Security under this Section, the Company may require the paymentof a sum sufficient to cover any tax or other governmental charge that may be imposed in relationthereto and any other expenses (including the fees and expenses of the Trustee) connectedtherewith.     Every new Security of any series with its coupons, if any, issued pursuant to this Section inlieu of any destroyed, lost or stolen Security, or in exchange for a Security to which a destroyed,lost or stolen coupon appertains, shall constitute an original additional contractual obligation ofthe Company, whether or not the destroyed, lost or stolen Security and its coupons, if any, or thedestroyed, lost or stolen coupon shall be at any time enforceable by anyone, and shall be entitledto all the benefits of this Indenture equally and proportionately with any and all other Securitiesof that series and their coupons, if any, duly issued hereunder.     The provisions of this Section are exclusive and shall preclude (to the extent lawful) allother rights and remedies with respect to the replacement or payment of mutilated, destroyed, lostor stolen Securities or coupons.     SECTION 307. Payment of Interest; Interest Rights Preserved. Except as otherwise specified with respect to a series ofSecurities in accordance with theprovisions of
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Section 301, interest on any Registered Security that is payable, and is punctuallypaid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose namethat Security (or one or more Predecessor Securities) is registered at the close of business on theRegular Record Date for such interest payment at the office or agency of the Company maintained forsuch purpose pursuant to Section 1002; provided, however, that each installment ofinterest on any Registered Security may at the Company’s option be paid by (i) mailing a check forsuch interest, payable to or upon the written order of the Person entitled thereto pursuant toSection 308, to the address of such Person as it appears on the Security Register or (ii) transferto an account maintained by the payee located inside the United States.     Unless otherwise provided as contemplated by Section 301 with respect to the Securities of anyseries, payment of interest may be made, in the case of a Bearer Security, by transfer to anaccount maintained by the payee with a bank located outside the United States.     Unless otherwise provided as contemplated by Section 301, every permanent Global Security willprovide that interest, if any, payable on any Interest Payment Date will be paid to DTC, Euroclearand/or Clearstream, as the case may be, with respect to that portion of such permanent GlobalSecurity held for its account by Cede & Co. or the Common Depository, as the case may be, for thepurpose of permitting such party to credit the interest received by it in respect of such permanentGlobal Security to the accounts of the beneficial owners thereof.     In case a Bearer Security of any series is surrendered in exchange for a Registered Securityof such series after the close of business (at an office or agency in a Place of Payment for suchseries) on any Regular Record Date and before the opening of business (at such office or agency) onthe next succeeding Interest Payment Date, such Bearer Security shall be surrendered without thecoupon relating to such Interest Payment Date and interest will not be payable on such InterestPayment Date in respect of the Registered Security issued in exchange for such Bearer Security, butwill be payable only to the Holder of such coupon when due in accordance with the provisions ofthis Indenture.     Except as otherwise specified with respect to a series of Securities in accordance with theprovisions of Section 301, any interest on any Registered Security of any series that is payable,but is not punctually paid or duly provided for, on any Interest Payment Date (herein called“Defaulted Interest”) shall forthwith cease to be payable to the registered Holder thereof on therelevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest maybe paid by the Company, at its election in each case, as provided in clause (1) or (2) below:     (1) The Company may elect to make payment of any Defaulted Interest to the Personsin whose names the Registered Securities of such series (or their respective PredecessorSecurities) are registered at the close of business on a Special Record Date for the paymentof such Defaulted Interest, which shall be fixed in the following manner. The Company shallnotify the Trustee in writing of the amount of Defaulted Interest proposed to be paid oneach Registered Security of such series and the date of the proposed payment (which shallnot be less than 20 days after such notice is received by the Trustee), and at the same timethe Company shall deposit with the Trustee an amount of money in the currency or currencies,currency unit or units or composite currency orcurrencies in which the Securities of such series are payable (except as otherwise
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specified pursuant to Section 301 for the Securities of such series) equal to the aggregateamount proposed to be paid in respect of such Defaulted Interest or shall make arrangementssatisfactory to the Trustee for such deposit on or prior to the date of the proposedpayment, such money when deposited to be held in trust for the benefit of the Personsentitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shallfix a Special Record Date for the payment of such Defaulted Interest which shall be not morethan 15 days and not less than 10 days prior to the date of the proposed payment and notless 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 nameand at the expense of the Company, shall cause notice of the proposed payment of suchDefaulted Interest and the Special Record Date therefor to be mailed, first-class postageprepaid, to each Holder of Registered Securities of such series at his address as it appearsin the Security Register not less than 10 days prior to such Special Record Date. TheTrustee may, in its discretion, in the name and at the expense of the Company, cause asimilar notice to be published at least once in an Authorized Newspaper in each Place ofPayment, but such publications shall not be a condition precedent to the establishment ofsuch Special Record Date. Notice of the proposed payment of such Defaulted Interest and theSpecial Record Date therefor having been mailed as aforesaid, such Defaulted Interest shallbe paid to the Persons in whose names the Registered Securities of such series (or theirrespective Predecessor Securities) are registered at the close of business on such SpecialRecord Date and shall no longer be payable pursuant to the following clause (2). In case aBearer Security of any series is surrendered at the office or agency in a Place of Paymentfor such series in exchange for a Registered Security of such series after the close ofbusiness at such office or agency on any Special Record Date and before the opening ofbusiness at such office or agency on the related proposed date for payment of DefaultedInterest, such Bearer Security shall be surrendered without the coupon relating to suchproposed date of payment and Defaulted Interest will not be payable on such proposed date ofpayment in respect of the Registered Security issued in exchange for such Bearer Security,but will be payable only to the Holder of such coupon when due in accordance with theprovisions of this Indenture.     (2) The Company may make payment of any Defaulted Interest on the RegisteredSecurities of any series in any other lawful manner not inconsistent with the requirementsof any over-the-counter market or securities exchange on which such Securities may be quotedor listed, and upon such notice as may be required by such market or exchange, if, afternotice given by the Company to the Trustee of the proposed payment pursuant to this clause,such manner of payment shall be deemed practicable by the Trustee.     Subject to the foregoing provisions of this Section and Section 305, each Security deliveredunder this Indenture upon registration of transfer of or upon conversion of or in exchange for orin lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue,which were carried by such other Security.     SECTION 308. Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company,the Trustee and any agent of the Company or
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 the Trustee may treat the Person in whose name suchRegistered Security is registered as the owner of such Security for the purpose of receivingpayment of principal of (and premium or Make-Whole Amount, if any), and (subject to Sections 305and 307) interest on, such Registered Security and for all other purposes whatsoever, whether ornot such Registered Security be overdue, and neither the Company, the Trustee nor any agent of theCompany or the Trustee shall be affected by notice to the contrary. All such payments so made toany such Person, or upon such Person’s order, shall be valid, and, to the extent of the sum or sumsso paid, effectual to satisfy and discharge the liability for money payable upon any such Security.     Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. TheCompany, the Trustee and any agent of the Company or the Trustee may treat the Holder of any BearerSecurity and the Holder of any coupon as the absolute owner of such Security or coupon for thepurpose of receiving payment thereof or on account thereof and for all other purposes whatsoever,whether or not such Security or coupon be overdue, and neither the Company, the Trustee nor anyagent of the Company or the Trustee shall be affected by notice to the contrary.     No holder of any beneficial interest in any Global Security held on its behalf by a depositoryshall have any rights under this Indenture with respect to such Global Security and such depository(which is the Holder of such security) shall be treated by the Company, the Trustee, and any agentof the Company or the Trustee as the owner of such Global Security for all purposes whatsoever.None of the Company, the Trustee, any Paying Agent or the Security Registrar will have anyresponsibility or liability for any aspect of the records relating to or payments made on accountof beneficial ownership interests of a Global Security or for maintaining, supervising or reviewingany records relating to such beneficial ownership interests.     Notwithstanding the foregoing, with respect to any Global Security, nothing herein shallprevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect toany written certification, proxy or other authorization furnished by any depository, as a Holder,with respect to such Global Security or impair, as between such depository and owners of beneficialinterests in such Global Security, the operation of customary practices governing the exercise ofthe rights of such depository (or its nominee) as Holder of such Global Security.     SECTION 309. Cancellation. All Securities and coupons surrendered for payment,redemption, repayment at the option of the Holder, registration of transfer or conversion orexchange or for credit against any sinking fund payment shall, if surrendered to any Person otherthan the Trustee, be delivered to the Trustee, and any such Securities and coupons and Securitiesand coupons surrendered directly to the Trustee for any such purpose, upon direction by theCompany, shall be promptly cancelled by it. The Company may at any time deliver to the Trustee forcancellation any Securities previously authenticated and delivered hereunder which the Company mayhave acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person fordelivery to the Trustee) for cancellation any Securities previously authenticated hereunder whichthe Company has not issued and sold, and all Securities so delivered shall be promptly cancelled bytheTrustee. If the Company shall so acquire any of the Securities, however, such acquisition shallnot operate as a redemption or satisfaction of the indebtedness represented by such Securitiesunless and until the same are surrendered to the
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Trustee for cancellation. No Securities shall beauthenticated in lieu of or in exchange for any Securities cancelled as provided in this Section,except as expressly permitted by this Indenture. Cancelled Securities and coupons held by theTrustee shall be disposed of by the Trustee in accordance with its customary practices (subject tothe record retention requirements of the Exchange Act).     SECTION 310. Computation of Interest. Except as otherwise specified as contemplated bySection 301 with respect to Securities of any series, interest on the Securities of each seriesshall be computed on the basis of a 360-day year consisting of twelve 30-day months.     SECTION 311. CUSIP Numbers. The Company in issuing the Securities may use “CUSIP”numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices ofredemption as a convenience to Holders; provided, however, that any such notice maystate that no representation is made as to the correctness of such numbers either as printed on theSecurities or as contained in any notice of a redemption and that reliance may be placed only onthe other identification numbers printed on the Securities, and any such redemption shall not beaffected by any defect in or omission of such numbers. The Company will promptly notify theTrustee of any change in the “CUSIP” numbers.ARTICLE FOUR — SATISFACTION AND DISCHARGE     SECTION 401. Satisfaction and Discharge of Indenture. This Indenture shall uponCompany Request cease to be of further effect with respect to any series of Securities specified insuch Company Request (except as to any surviving rights of registration of transfer or conversionor exchange of Securities of such series herein expressly provided for), and the Trustee, uponreceipt of a Company Order, and at the expense of the Company, shall execute instruments in formand substance satisfactory to the Trustee and the Company acknowledging satisfaction and dischargeof this Indenture as to such series when     (1) either     (A) all Securities of such series theretofore authenticated and deliveredand all coupons, if any, appertaining thereto (other than (i) coupons appertainingto Bearer Securities surrendered for exchange for Registered Securities and maturingafter such exchange, whose surrender is not required or has been waived as providedin Section 305, (ii) Securities and coupons of such series which have beendestroyed, lost or stolen and which have been replaced or paid as provided inSection 306, (iii) coupons appertaining to Securities called for redemption andmaturing after the relevant Redemption Date, whose surrender has been waived asprovided in Section 1106, and (iv) Securities and coupons of such series forwhose payment money has theretofore been deposited in trust or segregated andheld in trust by the Company and thereafter repaid to the Company or discharged fromsuch trust, as provided in Section 1003) have been delivered to the Trustee forcancellation; or
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     (B) all Securities of such series and, in the case of (i) or (ii) below,any coupons appertaining thereto not theretofore delivered to the Trustee forcancellation     (i) have become due and payable, or     (ii) will become due and payable at their Stated Maturity within one year,or     (iii) if redeemable at the option of the Company, are to be called forredemption within one year under arrangements satisfactory to the Trustee for thegiving of notice of redemption by the Trustee in the name, and at the expense, ofthe Company,and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to bedeposited with the Trustee as trust funds in trust for the purpose an amount in the currency orcurrencies, currency unit or units or composite currency or currencies in which the Securities ofsuch series are payable, sufficient to pay and discharge the entire indebtedness on such Securitiesand such coupons not theretofore delivered to the Trustee for cancellation, for principal (andpremium or Make-Whole Amount, if any) and interest to the date of such deposit (in the case ofSecurities which have become due and payable) or to the Stated Maturity or Redemption Date, as thecase may be;     (2) the Company has paid or caused to be paid all other sums payable hereunder bythe Company; and     (3) the Company has delivered to the Trustee an Officers’ Certificate and anOpinion of Counsel, each stating that all conditions precedent herein provided for relatingto the satisfaction and discharge of this Indenture as to such series have been compliedwith.Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company tothe Trustee and any predecessor Trustee under Section 606, the obligations of the Company to anyAuthenticating Agent under Section 611 and, if money shall have been deposited with and held by theTrustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trusteeunder Section 402 and the last paragraph of Section 1003 shall survive such satisfaction anddischarge.     SECTION 402. Application of Trust Funds. Subject to the provisions of the lastparagraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall beheld in trust and applied by it, in accordance with the provisions of the Securities, the couponsand this Indenture, to the payment, either directly orthrough any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee maydetermine, to the Persons entitled thereto, of the principal (and premium or Make-Whole Amount, ifany), and any interest for whose payment such money has been deposited with or received by theTrustee, but such money need not be segregated from other funds except to the extent required bylaw.
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ARTICLE FIVE — REMEDIES     SECTION 501. Events of Default. “Event of Default,” wherever used herein with respectto any particular series of Securities, means any one of the following events (whatever the reasonfor such Event of Default and whether or not it shall be voluntary or involuntary or be effected byoperation of law or pursuant to any judgment, decree or order of any court or any order, rule orregulation of any administrative or governmental body):     (1) default in the payment of any interest on any Security of that series or of anycoupon appertaining thereto, when such interest or coupon becomes due and payable, andcontinuance of such default for a period of 30 days; or     (2) default in the payment of the principal of (or premium or Make-Whole Amount, ifany, on) any Security of that series when it becomes due and payable at its Maturity; or     (3) default in the deposit of any sinking fund payment, to the extent applicable tosuch series of Securities, when and as due by the terms of any Security of that series; or     (4) default in the performance, or breach, of any covenant or warranty of theCompany in this Indenture with respect to any Security of that series (other than a covenantor warranty a default in whose performance or whose breach is elsewhere in this Sectionspecifically dealt with or which has expressly been included in this Indenture solely forthe benefit of a series of Securities other than that series), and continuance of suchdefault or breach for a period of 60 days after there has been given, by registered orcertified mail, to the Company by the Trustee or to the Company and the Trustee by theHolders of at least 25% in principal amount of the Outstanding Securities of that series awritten notice specifying such default or breach and requiring it to be remedied and statingthat such notice is a “Notice of Default” hereunder; or     (5) default under any bond, debenture, note, mortgage, indenture or instrumentunder which there may be issued or by which there may be secured or evidenced anyindebtedness for money borrowed by the Company (or by any Subsidiary, the repayment of whichthe Company has guaranteed or for which the Company is directly responsible or liable asobligor or guarantor), having an aggregate principal amount outstanding of at least$30,000,000, whether such indebtedness now exists or shall hereafter be created, whichdefault shall have resulted in such indebtednessbecoming or being declared due and payable prior to the date on which it wouldotherwise have become due and payable, without such indebtedness having been discharged, orsuch acceleration having been rescinded or annulled, within a period of 30 days after thereshall have been given, by registered or certified mail, to the Company by the Trustee or tothe Company and the Trustee by the Holders of at least 10% in principal amount of theOutstanding Securities of that series a written notice specifying such default and requiringthe Company to cause such indebtedness to be discharged or cause such acceleration to berescinded or annulled and stating that such notice is a “Notice of
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Default” hereunder;provided, however, that, subject to the provisions of Sections 601 and 602,the Trustee shall not be deemed to have knowledge of such default unless either (A) aResponsible Officer of the Trustee shall have knowledge of such default or (B) the Trusteeshall have received written notice thereof from the Company, from any Holder, from theholder of any such indebtedness or from the trustee under any such mortgage, indenture orother instrument; or     (6) the Company or any Significant Subsidiary pursuant to or within the meaning ofany Bankruptcy Law:     (A) commences a voluntary case,     (B) consents to the entry of an order for relief against it in aninvoluntary case,     (C) consents to the appointment of a Custodian of it or for all orsubstantially all of its property, or     (D) makes a general assignment for the benefit of its creditors; or     (7) a court of competent jurisdiction enters an order or decree under anyBankruptcy Law that:     (A) is for relief against the Company or any Significant Subsidiary in aninvoluntary case,     (B) appoints a Custodian of the Company or any Significant Subsidiary orfor all or substantially all of either of its property, or     (C) orders the liquidation of the Company or any Significant Subsidiary,and the order or decree remains unstayed and in effect for 90 days; or     (8) any other Event of Default provided with respect to Securities of that series.     As used in this Section 501, the term “Bankruptcy Law” means title 11, U.S. Code or anysimilar Federal or state law for the relief of debtors and the term “Custodian” means any receiver,trustee, assignee, liquidator or other similar official under any Bankruptcy Law.     SECTION 502. Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occursand is continuing, then and in every such case the Trustee or the Holders of not less than 25% inprincipal amount of the Outstanding Securities of that series may declare the principal amount (or,if Securities of that Series are Original Issue Discount Securities or Indexed Securities, suchportion of the principal as may be specified in the terms thereof) of all the Securities of thatseries to be due and payable immediately, by a notice in writing to the Company (and to the Trusteeif given by the Holders), and upon any such declaration such principal or specified portion thereofshall become immediately due and payable.
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     At any time after such a declaration of acceleration with respect to Securities of any serieshas been made and before a judgment or decree for payment of the money due has been obtained by theTrustee as hereinafter in this Article provided, the Holders of a majority in principal amount ofthe Outstanding Securities of that series, by written notice to the Company and the Trustee, mayrescind and annul such declaration of acceleration and its consequences if:     (1) the Company has paid or deposited with the Trustee a sum sufficient to pay inthe currency, currency unit or composite currency in which the Securities of such series arepayable (except as otherwise specified pursuant to Section 301 for the Securities of suchseries):     (A) all overdue installments of interest on all Outstanding Securities ofthat series and any related coupons,     (B) the principal of (and premium or Make-Whole Amount, if any, on) anyOutstanding Securities of that series which have become due otherwise than by suchdeclaration of acceleration and interest thereon at the rate or rates borne by orprovided for in such Securities,     (C) to the extent that payment of such interest is lawful, interest uponoverdue installments of interest at the rate or rates borne by or provided for insuch Securities, and     (D) all sums paid or advanced by the Trustee hereunder and the reasonablecompensation, expenses, disbursements and advances of the Trustee, its agents andcounsel; and     (2) all Events of Default with respect to Securities of that series, other than thenonpayment of the principal of (or premium or Make-Whole Amount, if any) or interest onSecurities of that series which have become due solely by such declaration of acceleration,have been cured or waived as provided in Section 513.No such rescission shall affect any subsequent default or impair any right consequent thereon.     SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee. TheCompany covenants that if:     (1) default is made in the payment of any installment of interest on any Securityof any series and any related coupon when such interest becomes due and payable and suchdefault continues for a period of 30 days, or     (2) default is made in the payment of the principal of (or premium or Make-WholeAmount, if any, on) any Security of any series at its Maturity,then the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of theHolders of such Securities of such series and coupons, the whole amount then due and payable onsuch Securities and coupons for principal (and premium or Make-Whole Amount, if any) and
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interest,with interest upon any overdue principal (and premium or Make-Whole Amount, if any) and, to theextent that payment of such interest shall be legally enforceable, upon any overdue installments ofinterest at the rate or rates borne by or provided for in such Securities, and, in additionthereto, such further amount as shall be sufficient to cover the costs and expenses of collection,including the reasonable compensation, expenses, disbursements and advances of the Trustee, itsagents and counsel.     If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its ownname and as trustee of an express trust, may institute a judicial proceeding for the collection ofthe sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and mayenforce the same against the Company or any other obligor upon such Securities of such series andcollect the moneys adjudged or decreed to be payable in the manner provided by law out of theproperty of the Company or any other obligor upon such Securities of such series, whereversituated.     If an Event of Default with respect to Securities of any series occurs and is continuing, theTrustee may in its discretion proceed to protect and enforce its rights and the rights of theHolders of Securities of such series and any related coupons by such appropriate judicialproceedings as the Trustee shall deem necessary to protect and enforce any such rights, whether forthe specific enforcement of any covenant or agreement in this Indenture or in aid of the exerciseof any power granted herein, or to enforce any other proper remedy.     SECTION 504. Trustee May File Proofs of Claim. In case of the pendency of anyreceivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,composition or other judicial proceeding relative to the Company or any other obligor upon theSecurities or the property of the Company or of such other obligor or their creditors, the Trustee(irrespective of whether the principal of the Securities of any series shall then be due andpayable as therein expressed or by declaration or otherwise and irrespective of whether the Trusteeshall have made any demand on the Company for the payment of overdue principal, premium orMake-Whole Amount, if any, or interest) shall be entitled and empowered, by intervention in suchproceeding or otherwise:     (i) to file and prove a claim for the whole amount, or such lesser amountas may be provided for in the Securities of such series, of principal (and premiumor Make-Whole Amount, if any) and interest owing and unpaid in respect of theSecurities and to file such other papers or documents as may benecessary or advisable in order to have the claims of the Trustee (includingany claim for the reasonable compensation, expenses, disbursements and advances ofthe Trustee, its agents and counsel) and of the Holders allowed in such judicialproceeding, and     (ii) to collect and receive any moneys or other property payable ordeliverable on any such claims and to distribute the same;and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similarofficial) in any such judicial proceeding is hereby authorized by each Holder of Securities of suchseries and coupons to make such payments to the Trustee, and in the event that the Trustee shallconsent to
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the making of such payments directly to the Holders, to pay to the Trustee any amountdue to it for the reasonable compensation, expenses, disbursements and advances of the Trustee andany predecessor Trustee, their agents and counsel, and any other amounts due the Trustee or anypredecessor Trustee under Section 606.     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent toor accept or adopt on behalf of any Holder of a Security or coupon any plan of reorganization,arrangement, adjustment or composition affecting the Securities or coupons or the rights of anyHolder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of aSecurity or coupon in any such proceeding.     In any proceedings brought by the Trustee (and also any proceedings involving theinterpretation of any provision of this Indenture to which the Trustee shall be a party) theTrustee shall be held to represent all the Holders of the Securities, and it shall not be necessaryto make any Holders of the Securities parties to any such proceedings.     SECTION 505. Trustee May Enforce Claims Without Possession of Securities or Coupons.All rights of action and claims under this Indenture or any of the Securities or coupons may beprosecuted and enforced by the Trustee without the possession of any of the Securities or couponsor the production thereof in any proceeding relating thereto, and any such proceeding instituted bythe Trustee shall be brought in its own name as trustee of an express trust, and any recovery ofjudgment shall, after provision for the payment of the reasonable compensation, expenses,disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit ofthe Holders of the Securities and coupons in respect of which such judgment has been recovered.     SECTION 506. Application of Money Collected. Any money collected by the Trusteepursuant to this Article shall be applied in the following order, at the date or dates fixed by theTrustee and, in case of the distribution of such money on account of principal (or premium orMake-Whole Amount, if any) or interest, upon presentation of the Securities or coupons, or both, asthe case may be, and the notation thereon of the payment if only partially paid and upon surrenderthereof if fully paid:     FIRST: To the payment of all amounts due the Trustee and any predecessor Trustee underSection 606;     SECOND: To the payment of the amounts then due and unpaid upon the Securities and coupons forprincipal (and premium or Make-Whole Amount, if any) and interest, in respect of which or for thebenefit of which such money has been collected, ratably, without preference or priority of anykind, according to the aggregate amounts due and payable on such Securities and coupons forprincipal (and premium or Make-Whole Amount, if any) and interest, respectively; and     THIRD: To the payment of the remainder, if any, to the Company.
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     SECTION 507. Limitation on Suits. No Holder of any Security of any series or anyrelated coupon shall have any right to institute any proceeding, judicial or otherwise, withrespect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedyhereunder, unless:     (1) such Holder has previously given written notice to the Trustee of a continuingEvent of Default with respect to the Securities of that series;     (2) the Holders of not less than 25% in principal amount of the OutstandingSecurities of that series shall have made written request to the Trustee to instituteproceedings 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 reasonablysatisfactory to the Trustee against the costs, expenses and liabilities to be incurred incompliance with such request;     (4) the Trustee for 60 days after its receipt of such notice, request and offer ofindemnity has failed to institute any such proceeding; and     (5) no direction inconsistent with such written request has been given to theTrustee during such 60-day period by the Holders of a majority in principal amount of theOutstanding Securities of that series;it being understood and intended that no one or more of such Holders shall have any right in anymanner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturbor prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority orpreference over any other of such Holders or to enforce any right under this Indenture, except inthe manner herein provided and for the equal and ratable benefit of all such Holders.     SECTION 508. Unconditional Right of Holders to Receive Principal, Premium or Make-WholeAmount, if any, and Interest. Notwithstanding any other provision in this Indenture, theHolder of any Security or coupon shall have the right which is absolute and unconditional toreceive payment of the principal of (and premium or Make-Whole Amount, if any) and (subject toSections 305 and 307) interest onsuch Security or payment of such coupon on the respective due dates expressed in such Security orcoupon (or, in the case of redemption, on the Redemption Date) and to institute suit for theenforcement of any such payment, and such rights shall not be impaired without the consent of suchHolder.     SECTION 509. Restoration of Rights and Remedies. If the Trustee or any Holder of aSecurity or coupon has instituted any proceeding to enforce any right or remedy under thisIndenture and such proceeding has been discontinued or abandoned for any reason, or has beendetermined adversely to the Trustee or to such Holder, then and in every such case, the Company,the Trustee and the Holders of Securities and coupons shall, subject to any determination in suchproceeding, be restored severally and respectively to their former positions hereunder andthereafter all rights and remedies of the Trustee and the Holders shall continue as though no suchproceeding had been instituted.
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     SECTION 510. Rights and Remedies Cumulative. Except as otherwise provided with respectto the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons in thelast paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trusteeor to the Holders of Securities or coupons is intended to be exclusive of any other right orremedy, and every right and remedy shall, to the extent permitted by law, be cumulative and inaddition to every other right and remedy given hereunder or now or hereafter existing at law or inequity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise,shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.     SECTION 511. Delay or Omission Not Waiver. No delay or omission of the Trustee or ofany Holder of any Security or coupon to exercise any right or remedy accruing upon any Event ofDefault shall impair any such right or remedy or constitute a waiver of any such Event of Defaultor an acquiescence therein. Every right and remedy given by this Article or by law to the Trusteeor to the Holders may be exercised from time to time, and as often as may be deemed expedient, bythe Trustee or by the Holders of Securities or coupons, as the case may be.     SECTION 512. Control by Holders of Securities. The Holders of not less than a majorityin principal amount of the Outstanding Securities of any series shall have the right to direct thetime, method and place of conducting any proceeding for any remedy available to the Trustee orexercising any trust or power conferred on the Trustee with respect to the Securities of suchseries, provided that:     (1) such direction shall not be in conflict with any rule of law or with thisIndenture,     (2) the Trustee may take any other action deemed proper by the Trustee which is notinconsistent with such direction, and     (3) the Trustee need not take any action which might involve it in personalliability or be unduly prejudicial to the Holders of Securities of such series not joiningtherein.     Nothing in this Indenture shall impair the right of the Trustee in its discretion to take anyaction deemed proper by the Trustee and which is not inconsistent with such direction by Holders.     SECTION 513. Waiver of Past Defaults. The Holders of not less than a majority inprincipal amount of the Outstanding Securities of any series may on behalf of the Holders of allthe Securities of such series and any related coupons waive any past default hereunder with respectto such series and its consequences, except a default     (1) in the payment of the principal of (or premium or Make-Whole Amount, if any) orinterest on any Security of such series or any related coupons, or
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     (2) in respect of a covenant or provision hereof which under Article Nine cannot bemodified or amended without the consent of the Holder of each Outstanding Security of suchseries affected; or     (3) in respect of a covenant or provision hereof for the benefit or protection ofthe Trustee, without its express written consent.     Upon any such waiver, such default shall cease to exist, and any Event of Default arisingtherefrom shall be deemed to have been cured, for every purpose of this Indenture; but no suchwaiver shall extend to any subsequent or other default or Event of Default or impair any rightconsequent thereon.     SECTION 514. Waiver of Usury, Stay or Extension Laws. The Company covenants (to theextent that it may lawfully do so) that it will not at any time insist upon, or plead, or in anymanner whatsoever claim or take the benefit or advantage of, any usury, stay or extension lawwherever enacted, now or at any time hereafter in force, which may affect the covenants or theperformance of this Indenture; and the Company (to the extent that it may lawfully do so) herebyexpressly 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 andpermit the execution of every such power as though no such law had been enacted.     SECTION 515. Undertaking for Costs. All parties to this Indenture agree, and eachHolder of any Security by his acceptance thereof shall be deemed to have agreed, that any court mayin its discretion require, in any suit for the enforcement of any right or remedy under thisIndenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, thefiling by any party litigant in such suit of an undertaking to pay the costs of such suit, and thatsuch court may in its discretion assessreasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant insuch suit having due regard to the merits and good faith of the claims or defenses made by suchparty litigant; but the provisions of this Section shall not apply to any suit instituted by theTrustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate morethan 10% in principal amount of the Outstanding Securities of any series, or to any suit institutedby any Holder for the enforcement of the payment of the principal of (or premium or Make-WholeAmount, if any) or interest on any Security on or after the respective Stated Maturities expressedin such Security (or, in the case of redemption, on or after the Redemption Date).ARTICLE SIX — THE TRUSTEE     SECTION 601. Notice of Defaults. Within 90 days after the occurrence of any defaulthereunder with respect to the Securities of any series, the Trustee shall transmit in the mannerand to the extent provided in TIA Section 313(c), notice of such default hereunder known to theTrustee, unless such default shall have been cured or waived; provided, however,that, except in the case of a default in the payment of the principal of (or premium or Make-WholeAmount, if any) or interest on any Security of such series, or in the payment of any
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sinking orpurchase fund installment with respect to the Securities of such series, the Trustee shall beprotected in withholding such notice if and so long as the board of directors, the executivecommittee, or a trust committee of directors and/or Responsible Officers of the Trustee in goodfaith determine that the withholding of such notice is in the interests of the Holders of theSecurities and coupons of such series; and providedfurther that in the case of anydefault or breach of the character specified in Section 501(4) with respect to the Securities andcoupons of such series, no such notice to Holders shall be given until at least 60 days after theoccurrence thereof. For the purpose of this Section, the term “default” means any event which is,or after notice or lapse of time or both would become, an Event of Default with respect to theSecurities of such series.     SECTION 602. Certain Rights of Trustee. Subject to the provisions of TIA Section315(a) through 315(d):     (1) the Trustee may conclusively rely and shall be fully protected in acting orrefraining from acting upon any resolution, certificate, statement, instrument, opinion,report, notice, request, direction, consent, order, bond, debenture, note, coupon or otherpaper or document (whether in its original or facsimile form) reasonably believed by it tobe genuine and to have been signed or presented by the proper party or parties;     (2) any request or direction of the Company mentioned herein shall be sufficientlyevidenced by a Company Request or Company Order (other than delivery of any Security,together with any coupons appertaining thereto, to the Trustee for authentication anddelivery pursuant to Section 303 which shall be sufficiently evidenced as provided therein)and any resolution of the Board of Directors may be sufficiently evidenced by a BoardResolution;     (3) whenever in the administration of this Indenture the Trustee shall deem itdesirable that a matter be proved or established prior to taking, suffering or omitting anyaction hereunder, the Trustee (unless other evidence be herein specifically prescribed) may,in the absence of bad faith on its part, rely upon an Officers’ Certificate;     (4) the Trustee may consult with counsel of its own selection and the writtenadvice of such counsel or any Opinion of Counsel shall be full and complete authorizationand protection in respect of any action taken, suffered or omitted by it hereunder in goodfaith and in reliance thereon;     (5) the Trustee shall be under no obligation to exercise any of the rights orpowers vested in it by this Indenture at the request or direction of any of the Holders ofSecurities of any series or any related coupons pursuant to this Indenture, unless suchHolders shall have offered to the Trustee security or indemnity reasonably satisfactory tothe Trustee against the costs, expenses and liabilities which might be incurred by it incompliance with such request or direction;     (6) the Trustee shall not be bound to make any investigation into the facts ormatters stated in any resolution, certificate, statement, instrument, opinion, report,notice,
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request, direction, consent, order, bond, debenture, note, coupon or other paper ordocument, unless requested in writing so to do by the Holders of not less than a majority inaggregate principal amount of the Outstanding Securities of any series; providedthat, if the payment within a reasonable time to the Trustee of the costs, expenses orliabilities likely to be incurred by it in the making of such investigation is, in theopinion of the Trustee, not reasonably assured to the Trustee by the security afforded to itby the terms of this Indenture, the Trustee may require reasonable indemnity against suchexpenses or liabilities as a condition to proceeding; the reasonable expenses of every suchexamination shall be paid by the Holders or, if paid by the Trustee, shall be repaid by theHolders upon demand. The Trustee, in its discretion, may make such further inquiry orinvestigation into such facts or matters as it may see fit, and, if the Trustee shalldetermine to make such further inquiry or investigation, it shall be entitled to examine thebooks, records and premises of the Company, relevant to the facts or matters that are thesubject of its inquiry, personally or by agent or attorney at the expense of the Company andshall incur no liability or additional liability of any kind by reason of such inquiry orinvestigation;     (7) the Trustee may execute any of the trusts or powers hereunder or perform anyduties hereunder either directly or by or through agents or attorneys and the Trustee shallnot be responsible for any misconduct or negligence on the part of any agent or attorneyappointed with due care by it hereunder;     (8) the Trustee shall not be liable for any action taken, suffered or omitted by itin good faith and reasonably believed by it to be authorized or within the discretion orrights or powers conferred upon it by this Indenture;     (9) any permissive right or power available to the Trustee under this Indenture orany supplement hereto shall not be construed to be a mandatory duty or obligation;     (10) the Trustee shall not be charged with knowledge of any matter (including anydefault, other than as described in Section 501(1), (2) or (3)) unless and except to theextent actually known to a Responsible Officer of the Trustee or to the extent writtennotice thereof is received by the Trustee at the Corporate Trust Office;     (11) the Trustee shall have no liability for any inaccuracy in the books andrecords of, or for any actions or omissions of, DTC, Euroclear or Clearstream or anydepository acting on behalf of any of them;     (12) the rights, privileges, protections, immunities and benefits given to theTrustee, including, without limitation, its right to be indemnified, are extended to, andshall be enforceable by, the Trustee in each of its capacities hereunder, and each agent,custodian and other Person employed by the Trustee to act hereunder; and     (13) the Trustee may request that the Company deliver an Officers’ Certificatesetting forth the names of individuals and/or titles of officers authorized at such time totake specified actions pursuant to this Indenture, which Officers’ Certificate may be
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signed by any person authorized to sign an Officers’ Certificate, including any person specified asso authorized in any such certificate previously delivered and not superseded.     The Trustee shall not be required to expend or risk its own funds or otherwise incur anyfinancial liability in the performance of any of its duties hereunder, or in the exercise of any ofits rights or powers, if it shall have reasonable grounds for believing that repayment of suchfunds or adequate indemnity against such risk or liability is not reasonably assured to it.     Except during the continuance of an Event of Default, the Trustee undertakes to perform onlysuch duties as are specifically set forth in this Indenture, and no implied covenants orobligations shall be read into this Indenture against the Trustee.     SECTION 603. Not Responsible for Recitals or Issuance of Securities. The recitalscontained herein and in the Securities, except the Trustee’s certificate of authentication, and inany coupons shall be taken as the statements of the Company, and neither the Trustee nor anyAuthenticating Agent assumes any responsibility for their correctness. The Trustee makes norepresentations as to the validity or sufficiency of this Indenture or of the Securities orcoupons, except that the Trustee represents that it is duly authorized to execute and deliver thisIndenture, authenticate the Securities and perform its obligations hereunder. Neither the Trusteenor any Authenticating Agent shall be accountable for the use or application by the Company ofSecurities or the proceeds thereof. The Trustee shall have no responsibility with respect to anyinformation, statement or recital in any offering prospectus or other disclosure materials preparedor distributed with respect to the Securities.     SECTION 604. May Hold Securities. The Trustee, any Paying Agent, Security Registrar,Authenticating Agent or any other agent of the Company, in its individual or any other capacity,may become the owner or pledgee of Securities and coupons and, subject to TIA Sections 310(b) and311, may otherwise deal with theCompany with the same rights it would have if it were not Trustee, Paying Agent, SecurityRegistrar, Authenticating Agent or such other agent.     SECTION 605. Money Held in Trust. Money held by the Trustee in trust hereunder neednot be segregated from other funds except to the extent required by law. The Trustee shall beunder no liability for interest on any money received by it hereunder except as otherwise agreed inwriting with the Company.     SECTION 606. Compensation and Reimbursement. The Company agrees:     (1) to pay to the Trustee as agreed upon in writing from time to time reasonablecompensation for all services rendered by it hereunder (which compensation shall not belimited by any provision of law in regard to the compensation of a trustee of an expresstrust);     (2) except as otherwise expressly provided herein, to reimburse each of the Trusteeand any predecessor Trustee upon its request for all reasonable expenses, and disbursementsincurred by the Trustee in accordance with any provision of this Indenture
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(including thereasonable compensation and the reasonable expenses and disbursements of its agents andcounsel), except any such expense or disbursement as shall be determined to have been causedby its own negligence, willful misconduct or bad faith; and     (3) to indemnify each of the Trustee and any predecessor Trustee for, and to holdit harmless against, any loss, liability, claim, damage or expense incurred withoutnegligence, willful misconduct or bad faith on its part, arising out of or in connectionwith the acceptance or administration of the trust or trusts hereunder, including the costsand expenses of defending itself against any claim or liability in connection with theexercise or performance of any of its powers or duties hereunder.     When the Trustee incurs expenses or renders services in connection with an Event of Defaultspecified in Section 501(7) or Section 501(8), the expenses (including the reasonable charges andexpenses of its counsel) and the compensation for the services are intended to constitute expensesof administration under any applicable Federal or state bankruptcy, insolvency or other similarlaw.     As security for the performance of the obligations of the Company under this Section, theTrustee shall have a lien for payment of the Trustee’s fees and expenses prior to the Securitiesupon all property and funds held or collected by the Trustee as such, except funds held in trustfor the payment of principal of (or premium or Make-Whole Amount, if any) or interest on particularSecurities or any coupons.     The provisions of this Section shall survive the termination of this Indenture and theresignation or removal of the Trustee.     SECTION 607. Corporate Trustee Required; Eligibility; Conflicting Interests. Thereshall at all times be a Trustee hereunder which shall be eligible to act as Trustee under TIASection 310(a)(1) and shall have at all times a combined capital and surplus of at least$50,000,000 (or which shall have a combined capital and surplus of at least $10,000,000 and whoseultimate parent holding company shall have a combined capital and surplus of at least $50,000,000.If the Trustee publishes reports of condition at least annually, pursuant to law or therequirements of Federal, state, territorial or District of Columbia supervising or examiningauthority, then for the purposes of this Section, the combined capital and surplus of the Trusteeshall be deemed to be its combined capital and surplus as set forth in its most recent report ofcondition so published. If at any time the Trustee shall cease to be eligible in accordance withthe provisions of this Section, it shall resign immediately in the manner and with the effecthereinafter specified in this Article. Neither the Company nor any Person directly or indirectlycontrolling, controlled by, or under common control with the Company shall serve as Trustee.     SECTION 608. Resignation and Removal; Appointment of Successor.          (a) No resignation or removal of the Trustee and no appointment of a successor Trusteepursuant to this Article shall become effective until the acceptance of
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appointment by thesuccessor Trustee in accordance with the applicable requirements of Section 609.          (b) The Trustee may resign at any time with respect to the Securities of one or moreseries by giving written notice thereof to the Company. If an instrument of acceptance by asuccessor Trustee shall not have been delivered to the Trustee within 60 days after the giving ofsuch notice of resignation, the resigning Trustee may petition, at the expense of the Company, anycourt of competent jurisdiction for the appointment of a successor Trustee.          (c) The Trustee may be removed at any time with respect to the Securities of any series byAct of the Holders of a majority in principal amount of the Outstanding Securities of such seriesdelivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trusteeshall not have been delivered to the Trustee within 60 days after the giving of such notice ofresignation, the resigning Trustee may petition, at the expense of the Company, any court ofcompetent jurisdiction for the appointment of a successor Trustee.          (d) If at any time:     (1) the Trustee shall fail to comply with the provisions of TIA Section 310(b)after written request therefor by the Company or by any Holder of a Security who has been abona fide Holder of a Security for at least six months, or     (2) the Trustee shall cease to be eligible under Section 607 and shall fail toresign after written request therefor by the Company or by any Holder of a Security who hasbeen a bona fide Holder of a Security for at least six months, or     (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt orinsolvent or a receiver of the Trustee or of its property shall be appointed or any publicofficer shall take charge or control of the Trustee or of its property or affairs for thepurpose of rehabilitation, conservation or liquidation,then, in any such case, (i) the Company by or pursuant to a Board Resolution may remove the Trusteeand appoint a successor Trustee with respect to all Securities, or (ii) subject to TIA Section315(e), any Holder of a Security who has been a bona fide Holder of a Security for at least sixmonths may, on behalf of himself and all others similarly situated, petition any court of competentjurisdiction for the removal of the Trustee with respect to all Securities and the appointment of asuccessor Trustee or Trustees.          (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancyshall occur in the office of Trustee for any cause with respect to the Securities of one or moreseries, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successorTrustee or Trustees with respect to the Securities of that or those series (it being understoodthat any such successor Trustee may be appointed with respect to the Securities of one or more orall of such series and that at any time there shall be only one Trustee with respect to theSecurities of any particular series). If, within one year after such resignation, removal orincapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securitiesof any series shall be appointed by Act of the Holders of a majority in principal amount of the
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Outstanding Securities of such series delivered to the Company and the retiring Trustee, thesuccessor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become thesuccessor Trustee with respect to the Securities of such series and to that extent supersede thesuccessor Trustee appointed by the Company. If no successor Trustee with respect to the Securitiesof any series shall have been so appointed by the Company or the Holders of Securities and acceptedappointment in the manner hereinafter provided, any Holder of a Security who has been a bona fideHolder of a Security of such series for at least six months may, on behalf of himself and allothers similarly situated, petition any court of competent jurisdiction for the appointment of asuccessor Trustee with respect to Securities of such series.          (f) The Company shall give notice of each resignation and each removal of the Trustee withrespect to the Securities of any series and each appointment of a successor Trustee with respect tothe Securities of any series in the manner provided for notices to the Holders of Securities inSection 106. Each notice shall include the name of the successor Trustee with respect to theSecurities of such series and the address of its Corporate Trust Office.     SECTION 609. Acceptance of Appointment by Successor.          (a) In case of the appointment hereunder of a successor Trustee with respect to allSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to theCompany and to the retiring Trustee an instrument accepting such appointment, and thereupon theresignation or removal of the retiring Trustee shall become effective and such successor Trustee,without any further act, deed or conveyance, shall become vested with all the rights, powers,trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee,such retiring Trustee shall, upon payment of its charges, execute and deliveran instrument transferring to such successor Trustee all the rights, powers and trusts of theretiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee allproperty and money held by such retiring Trustee hereunder, subject nevertheless to its claim, ifany, provided for in Section 606.          (b) In case of the appointment hereunder of a successor Trustee with respect to theSecurities of one or more (but not all) series, the Company, the retiring Trustee and eachsuccessor Trustee with respect to the Securities of one or more series shall execute and deliver anindenture supplemental hereto, pursuant to Article Nine hereof, wherein each successor Trusteeshall accept such appointment and which (1) shall contain such provisions as shall be necessary ordesirable to transfer and confirm to, and to vest in, each successor Trustee all the rights,powers, trusts and duties of the retiring Trustee with respect to the Securities of that or thoseseries to which the appointment of such successor Trustee relates, (2) if the retiring Trustee isnot retiring with respect to all Securities, shall contain such provisions as shall be deemednecessary or desirable to confirm that all the rights, powers, trusts and duties of the retiringTrustee with respect to the Securities of that or those series as to which the retiring Trustee isnot retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or changeany of the provisions of this Indenture as shall be necessary to provide for or facilitate theadministration of the trusts hereunder by more than one Trustee, it being understood that nothingherein or in such supplemental indenture shall constitute such Trustees co-trustees of the sametrust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apartfrom any trust or
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trusts hereunder administered by any other such Trustee; and upon the executionand delivery of such supplemental indenture the resignation or removal of the retiring Trusteeshall become effective to the extent provided therein and each such successor Trustee, without anyfurther act, deed or conveyance, shall become vested with all the rights, powers, trusts and dutiesof the retiring Trustee with respect to the Securities of that or those series to which theappointment of such successor Trustee relates; but, on request of the Company or any successorTrustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trusteeall property and money held by such retiring Trustee hereunder with respect to the Securities ofthat 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 allinstruments for more fully and certainly vesting in and confirming to such successor Trustee allsuch rights, powers and trusts referred to in paragraph (a) or (b) of this Section 609, as the casemay be.          (d) No successor Trustee shall accept its appointment unless at the time of suchacceptance such successor Trustee shall be qualified and eligible under this Article.     SECTION 610. Merger, Conversion, Consolidation or Succession to Business. Anycorporation 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 Trusteeshall be a party, or any corporation succeeding to all or substantially all of the corporate trustbusiness of the Trustee, shall be the successor of the Trustee hereunder, provided suchcorporation shall be otherwise qualified and eligible under this Article, without the execution orfiling of any paper or any further act on the part of any of the parties hereto. In caseany Securities or coupons shall have been authenticated, but not delivered, by the Trustee then inoffice, any successor by merger, conversion or consolidation to such authenticating Trustee mayadopt such authentication and deliver the Securities or coupons so authenticated with the sameeffect as if such successor Trustee had itself authenticated such Securities or coupons. In caseany Securities or coupons shall not have been authenticated by such predecessor Trustee, any suchsuccessor Trustee may authenticate and deliver such Securities or coupons, in either its own nameor that of its predecessor Trustee, with the full force and effect which this Indenture providesfor the certificate of authentication of the Trustee.     SECTION 611. Appointment of Authenticating Agent. At any time when any of theSecurities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents withrespect to one or more series of Securities which shall be authorized to act on behalf of theTrustee to authenticate Securities of such series issued upon conversion or exchange, registrationof transfer or partial redemption or repayment thereof, and Securities so authenticated shall beentitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as ifauthenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrumentin writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall bepromptly furnished to the Company. Wherever reference is made in this Indenture to theauthentication and delivery of Securities by the Trustee or the Trustee’s certificate ofauthentication, such reference shall be deemed to include authentication and delivery on behalf ofthe Trustee by an Authenticating Agent and a certificate of authentication executed on behalf
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ofthe Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to theCompany and shall at all times be a bank or trust company or corporation organized and doingbusiness and in good standing under the laws of the United States of America or of any state or theDistrict of Columbia, authorized under such laws to act as Authenticating Agent, having a combinedcapital and surplus of not less than $50,000,000 and subject to supervision or examination byFederal or state authorities. If such Authenticating Agent publishes reports of condition at leastannually, 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 AuthenticatingAgent shall be deemed to be its combined capital and surplus as set forth in its most recent reportof condition so published. In case at any time an Authenticating Agent shall cease to be eligiblein accordance with the provisions of this Section, such Authenticating Agent shall resignimmediately 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 itmay be consolidated, or any corporation resulting from any merger, conversion or consolidation towhich such Authenticating Agent shall be a party, or any corporation succeeding to the corporateagency or corporate trust business of an Authenticating Agent, shall continue to be anAuthenticating 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 theAuthenticating Agent.     An Authenticating Agent for any series of Securities may at any time resign by giving writtennotice of resignation to the Trustee for such series and to the Company. The Trustee for anyseries of Securities may at any time terminate the agency of an Authenticating Agent bygiving written notice of termination to such Authenticating Agent and to the Company. Uponreceiving such a notice of resignation or upon such a termination, or in case at any time suchAuthenticating 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 acceptableto the Company and shall give notice of such appointment to all Holders of Securities of the serieswith respect to which such Authenticating Agent will serve in the manner set forth in Section 106.Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vestedwith all the rights, powers and duties of its predecessor hereunder, with like effect as iforiginally named as an Authenticating Agent herein. No successor Authenticating Agent shall beappointed unless eligible under the provisions of this Section.     The Company agrees to pay to each Authenticating Agent from time to time reasonablecompensation including reimbursement of its reasonable expenses for its services under thisSection, subject to Section 606.     If an appointment with respect to one or more series is made pursuant to this Section, theSecurities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’scertificate of authentication, an alternate certificate of authentication substantially in thefollowing form:     This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
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           ,  as Trustee