Exhibit 4.3


EPIQ SYSTEMS, INC.,

Issuer


AND


WELLS FARGO BANK, N.A.,

Trustee


INDENTURE


Dated as of
                     ,
2007


Senior Debt Securities















TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
  PAGE

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
   

  
	
   

  	
  Section 1.01 Definitions of Terms

  	
  1

  
	
  ARTICLE II

  	
  ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND
  EXCHANGE OF SECURITIES

  	
   

  
	
   

  	
  Section 2.01 Designation and Terms of Securities

  	
  4

  
	
   

  	
  Section 2.02 Form of Securities and Trustee’s
  Certificate

  	
  7

  
	
   

  	
  Section 2.03 Denominations: Provisions for Payment

  	
  7

  
	
   

  	
  Section 2.04 Execution and Authentication

  	
  8

  
	
   

  	
  Section 2.05 Registration of Transfer and Exchange

  	
  9

  
	
   

  	
  Section 2.06 Temporary Securities

  	
  10

  
	
   

  	
  Section 2.07 Mutilated, Destroyed, Lost or Stolen
  Securities

  	
  10

  
	
   

  	
  Section 2.08 Cancellation

  	
  11

  
	
   

  	
  Section 2.09 Benefits of Indenture

  	
  11

  
	
   

  	
  Section 2.10 Authenticating Agent

  	
  11

  
	
   

  	
  Section 2.11 Global Securities

  	
  12

  
	
  ARTICLE III

  	
  REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

  	
   

  
	
   

  	
  Section 3.01 Redemption

  	
  13

  
	
   

  	
  Section 3.02 Notice of Redemption

  	
  13

  
	
   

  	
  Section 3.03 Payment Upon Redemption

  	
  14

  
	
   

  	
  Section 3.04 Sinking Fund

  	
  15

  
	
   

  	
  Section 3.05 Satisfaction of Sinking Fund Payments
  with Securities

  	
  15

  
	
   

  	
  Section 3.06 Redemption of Securities for Sinking
  Fund

  	
  15

  
	
  ARTICLE IV

  	
  COVENANTS

  	
   

  
	
   

  	
  Section 4.01 Payment of Principal, Premium and
  Interest

  	
  16

  
	
   

  	
  Section 4.02 Maintenance of Office or Agency

  	
  16

  
	
   

  	
  Section 4.03 Paying Agents

  	
  16

  
	
   

  	
  Section 4.04 Appointment to Fill Vacancy in Office
  of Trustee

  	
  17

  
	
   

  	
  Section 4.05 Compliance with Consolidation
  Provisions

  	
  17

  
	
   

  	
  Section 4.06 Calculation of Original Issue Discount

  	
  17

  
	
  ARTICLE V

  	
  SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND
  THE TRUSTEE

  	
   

  
	
   

  	
  Section 5.01 Company to Furnish Trustee Names and
  Addresses of Securityholders

  	
  17

  
	
   

  	
  Section 5.02 Preservation of Information;
  Communications with Securityholders

  	
  18

  
	
   

  	
  Section 5.03 Reports by the Company

  	
  18

  
	
   

  	
  Section 5.04 Reports by the Trustee

  	
  18

  
	
  ARTICLE VI

  	
  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT
  OF DEFAULT

  	
   

  
	
   

  	
  Section 6.01 Events of Default

  	
  19

  
	
   

  	
  Section 6.02 Collection of Indebtedness and Suits
  for Enforcement by Trustee

  	
  20

  
	
   

  	
  Section 6.03 Application of Moneys or Property
  Collected

  	
  22

  
	
   

  	
  Section 6.04 Limitation on Suits

  	
  22

  
	
   

  	
  Section 6.05 Rights and Remedies Cumulative; Delay
  or Omission Not Waiver

  	
  23

  
	
   

  	
  Section 6.06 Control by Securityholders

  	
  23

  
	
   

  	
  Section 6.07 Undertaking to Pay Costs

  	
  24

  
	
  ARTICLE VII 

  	
  CONCERNING THE TRUSTEE

  	
   

  
	
   

  	
  Section 7.01 Certain Duties and Responsibilities of
  Trustee

  	
  24

  



 


Senior Indenture



 i
 








 


	
  

  	
  Section 7.02 Certain Rights of Trustee

  	
  25

  
	
   

  	
  Section 7.03 Trustee Not Responsible for Recitals or
  Issuance or Securities.

  	
  26

  
	
   

  	
  Section 7.04 May Hold Securities

  	
  27

  
	
   

  	
  Section 7.05 Moneys Held in Trust

  	
  27

  
	
   

  	
  Section 7.06 Compensation and Reimbursement.

  	
  27

  
	
   

  	
  Section 7.07 Reliance on Officers’ Certificate and
  Opinions

  	
  28

  
	
   

  	
  Section 7.08 Disqualification; Conflicting Interests

  	
  28

  
	
   

  	
  Section 7.09 Corporate Trustee Required; Eligibility

  	
  28

  
	
   

  	
  Section 7.10 Resignation and Removal; Appointment of
  Successor

  	
  29

  
	
   

  	
  Section 7.11 Acceptance of Appointment by Successor

  	
  30

  
	
   

  	
  Section 7.12 Merger, Conversion, Consolidation or
  Succession to Business

  	
  31

  
	
   

  	
  Section 7.13 Preferential Collection of Claims
  Against the Company

  	
  31

  
	
   

  	
  Section 7.14 Notice of Default

  	
  31

  
	
  ARTICLE VIII 

  	
  CONCERNING THE SECURITYHOLDERS

  	
   

  
	
   

  	
  Section 8.01 Evidence of Action by Securityholders

  	
  32

  
	
   

  	
  Section 8.02 Proof of Execution by Securityholders

  	
  32

  
	
   

  	
  Section 8.03 Who May be Deemed Owners

  	
  32

  
	
   

  	
  Section 8.04 Certain Securities Owned by Company
  Disregarded

  	
  33

  
	
   

  	
  Section 8.05 Actions Binding on Future
  Securityholders

  	
  33

  
	
  ARTICLE IX

  	
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
  Section 9.01 Supplemental Indentures Without the
  Consent of Securityholders

  	
  33

  
	
   

  	
  Section 9.02 Supplemental Indentures With Consent of
  Securityholders

  	
  34

  
	
   

  	
  Section 9.03 Effect of Supplemental Indentures

  	
  35

  
	
   

  	
  Section 9.04 Securities Affected by Supplemental
  Indentures

  	
  35

  
	
   

  	
  Section 9.05 Execution of Supplemental Indentures

  	
  35

  
	
  ARTICLE X

  	
  SUCCESSOR ENTITY

  	
   

  
	
   

  	
  Section 10.01 Company May Consolidate, Etc

  	
  36

  
	
   

  	
  Section 10.02 Successor Entity Substituted.

  	
  36

  
	
   

  	
  Section 10.03 Evidence of Consolidation, Etc. to
  Trustee

  	
  37

  
	
  ARTICLE XI

  	
  SATISFACTION AND DISCHARGE

  	
   

  
	
   

  	
  Section 11.01 Satisfaction and Discharge of
  Indenture

  	
  37

  
	
   

  	
  Section 11.02 Discharge of Obligations

  	
  37

  
	
   

  	
  Section 11.03 Deposited Moneys lobe Held in Trust

  	
  38

  
	
   

  	
  Section 11.04 Payment of Moneys Held by Paying
  Agents

  	
  38

  
	
   

  	
  Section 11.05 Repayment to Company

  	
  38

  
	
  ARTICLE XII

  	
  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
  AND DIRECTORS

  	
   

  
	
   

  	
  Section 12.01 No Recourse

  	
  38

  
	
  ARTICLE XIII

  	
  MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
  Section 13.01 Effect on Successors and Assigns

  	
  39

  
	
   

  	
  Section 13.02 Actions by Successor

  	
  39

  
	
   

  	
  Section 13.03 Surrender of Company Powers

  	
  39

  
	
   

  	
  Section 13.04 Notices

  	
  39

  
	
   

  	
  Section 13.05 Governing Law

  	
  39

  
	
   

  	
  Section 13.06 Treatment of Securities as Debt

  	
  40

  
	
   

  	
  Section 13.07 Certificates and Opinions as to
  Conditions Precedent

  	
  40

  
	
   

  	
  Section 13.08 Payments on Business Days

  	
  40

  
	
   

  	
  Section 13.09 Conflict with Trust Indenture Act

  	
  40

  
	
   

  	
  Section 13.10 Counterparts

  	
  40

  
	
   

  	
  Section 13.11 Separability

  	
  40

  
				



 



 ii
 








 


	
  

  	
  Section 13.12 Compliance Certificates

  	
  41

  



 






(1)           This
Table of Contents does not constitute part of the Indenture and shall not have
any bearing on the interpretation of any of its terms or provisions.



 iii














INDENTURE


INDENTURE, dated as of
                    
       , 2007, among Epiq Systems, Inc., a
Missouri corporation (the “Company”), and
Wells Fargo Bank, N.A., as trustee (the “Trustee”):


WHEREAS, for its lawful corporate purposes, the
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance of debt securities (hereinafter referred to as the “Securities
“), in an unlimited aggregate principal amount to be issued from time to time
in one or more series as in this Indenture provided, as registered Securities
without coupons, to be authenticated by the certificate of the Trustee;


WHEREAS, to provide the terms and conditions upon
which the Securities are to be authenticated, issued and delivered, the Company
has duly authorized the execution of this Indenture; and


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


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


ARTICLE I


DEFINITIONS


Section 1.01 Definitions
of Terms.


The terms defined in this Section (except as in this
Indenture or any indenture supplemental hereto otherwise expressly provided or
unless the context otherwise requires) for all purposes of this Indenture and
of any indenture supplemental hereto shall have the respective meanings
specified in this Section and shall include the plural as well as the singular.
All other terms used in this Indenture that are defined in the Trust Indenture
Act of 1939, as amended, or that are by reference in such Act defined in the
Securities Act of 1933, as amended (except as herein or any indenture
supplemental hereto otherwise expressly provided or unless the context
otherwise requires), shall have the meanings assigned to such terms in said
Trust Indenture Act and in said Securities Act as in force at the date of the
execution of this instrument.


“Authenticating
Agent”
means an authenticating agent with respect to all or any of the series of
Securities appointed by the Trustee pursuant to Section 2.10.


“Bankruptcy
Law” means
Title 11, U.S. Code, or any similar federal or state law for the relief of
debtors.


“Board of
Directors”
means the Board of Directors of the Company or any duly authorized committee of
the Board of Directors.


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












“Business Day” means, with respect to any series of
Securities, any day other than a day on which federal or state banking
institutions in the Borough of Manhattan, the City of New York, or in the city
of the Corporate Trust Office of the Trustee, are authorized or obligated by
law, executive order or regulation to close.


“Certificate” means a certificate signed by any Officer.
The Certificate need not comply with the provisions of Section 13.07.


“Company” means Epiq Systems, Inc., a corporation duly
organized and existing under the laws of the State of Missouri, and, subject to
the provisions of Article Ten, shall also include its successors and assigns.


“Corporate
Trust Office” means the office of the Trustee at
which, at any particular time, its corporate trust business shall be
principally administered, which office at the date hereof is located at Wells
Fargo Bank, N.A., 625 Marquette Avenue, MAC N9311-110, Minneapolis, MN 55479,
Attention:  Corporate Trust Services.


“Custodian” means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.


“Default” means any event, act or condition that with
notice or lapse of time, or both, would constitute an Event of Default.


“Depositary” means, with respect to Securities of any
series for which the Company shall determine that such Securities will be
issued as a Global Security, The Depository Trust Company, New York, New York,
another clearing agency, or any successor registered as a clearing agency under
the Securities and Exchange Act of 1934, as amended (the “Exchange Act”),
or other applicable statute or regulation, which, in each case, shall be
designated by the Company pursuant to either Section 2.01 or 2.11.


“Event of
Default”
means, with respect to Securities of a particular series, any event specified
in Section 6.01, continued for the period of time, if any, therein designated.


“Global Security” means, with respect to any series of
Securities, a Security executed by the Company and delivered by the Trustee to
the Depositary or pursuant to the Depositary’s instruction, all in accordance
with the Indenture, which shall be registered in the name of the Depositary or
its nominee.


“Governmental
Obligations”
means securities that are (a) direct obligations of the United States of
America for the payment of which its full faith and credit is pledged or (b)
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America that, in either case, are not callable or redeemable at the
option of the issuer thereof at any time prior to the stated maturity of the
Securities, and shall also include a depositary receipt issued by a bank or
trust company as custodian with respect to any such Governmental Obligation or
a specific payment of principal of or interest on any such Governmental
Obligation held by such custodian for the account of the holder of such
depositary receipt; provided, however, that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to
the holder of such depositary receipt from any amount received by the custodian
in respect of the Governmental Obligation



 2
 








or the specific payment of principal of or interest on the Governmental
Obligation evidenced by such depositary receipt.


“herein”, “hereof”
and “hereunder”, and other words of
similar import, refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.


“Indenture” means this instrument as originally executed
or as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into in accordance with the terms
hereof.


“Interest
Payment Date”, when used with respect to any installment of interest on a
Security of a particular series, means the date specified in such Security or
in a Board Resolution or in an indenture supplemental hereto with respect to
such series as the fixed date on which an installment of interest with respect
to Securities of that series is due and payable.


“Officer”
means, with respect to the Company, the chairman of the Board of Directors, its
chief executive officer, president, chief financial officer, chief legal
officer, treasurer, controller, secretary or any assistant secretary.


“Officers’ Certificate”
means a certificate signed by any two Officers. Each such certificate shall
include the statements provided for in Section 13.07, if and to the extent
required by the provisions thereof.


“Opinion of Counsel”
means a written opinion, subject to customary exceptions, from legal counsel
who is reasonably acceptable to the Trustee that is delivered to the Trustee in
accordance with the terms hereof. The counsel may be an employee of or counsel
to the Company or the Trustee. Each such opinion shall include the statements
provided for in Section 13.07 if and to the extent required by the provisions
thereof.


“Outstanding”,
when used with reference to Securities of any series, means, subject to the
provisions of Section 8.04, as of any particular time, all Securities of that
series theretofore authenticated and delivered by the Trustee under this
Indenture, except (a) Securities theretofore canceled by the Trustee or any
paying agent, or delivered to the Trustee or any paying agent for cancellation
or that have previously been canceled; (b) Securities or portions thereof for
the payment or redemption of which moneys or Governmental Obligations in the
necessary amount shall have been deposited in trust with the Trustee or with
any paying agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own paying
agent); provided, however, that if such Securities or portions of such
Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article Three provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and
(c) Securities in lieu of or in substitution for which other Securities shall
have been authenticated and delivered pursuant to the terms of Section 2.07.


“Person”
means any individual, corporation, partnership, joint venture, joint-stock
company, limited liability company, association, trust, unincorporated
organization, any other entity or organization, including a government or
political subdivision or an agency or instrumentality thereof.


“Predecessor Security”
of any particular Security means every previous Security evidencing all or a
portion of the same debt as that evidenced by such particular Security; and,
for the purposes of this definition, any Security authenticated and delivered
under Section 2.07 in lieu of a lost, destroyed or stolen Security shall be
deemed to evidence the same debt as the lost, destroyed or stolen Security.



 3
 








“Responsible Officer”
means any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such Person’s knowledge of and familiarity with
the particular subject, and who shall have direct responsibility for the
administration of this Indenture.


“Securities”
means the debt Securities authenticated and delivered under this Indenture.


“Security holder”,
“holder of Securities”, “registered holder”, or other similar
term, means the Person or Persons in whose name or names a particular Security
shall be registered on the books of the Security Register kept for that purpose
in accordance with the terms of this Indenture.


“Security Register”
and “Security Registrar” shall have the
meanings as set forth in Section 2.05.


“Subsidiary”
means, with respect to any Person, (i) any corporation at least a majority of
whose outstanding Voting Stock shall at the time be owned, directly or
indirectly, by such Person or by one or more of its Subsidiaries or by such
Person and one or more of its Subsidiaries, (ii) any general partnership, joint
venture or similar entity, at least a majority of whose outstanding partnership
or similar interests shall at the time be owned by such Person, or by one or
more of its Subsidiaries, or by such Person and one or more of its Subsidiaries
and (iii) any limited partnership of which such Person or any of its
Subsidiaries is a general partner.


“Trustee”
means Wells Fargo Bank, N.A., and, subject to the provisions of Article Seven,
shall also include its successors and assigns, and, if at any time there is
more than one Person acting in such capacity hereunder, “Trustee” shall mean
each such Person. The term “Trustee” as
used with respect to a particular series of the Securities shall mean the
trustee with respect to that series.


“Trust Indenture Act”
means the Trust Indenture Act of 1939, as amended.


“Voting Stock”,
as applied to stock of any Person, means shares, interests, participations or
other equivalents in the equity interest (however designated) in such Person
having ordinary voting power for the election of a majority of the directors
(or the equivalent) of such Person, other than shares, interests,
participations or other equivalents having such power only by reason of the
occurrence of a contingency.


ARTICLE II


ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF

SECURITIES


Section 2.01 Designation and
Terms of Securities.


(a)
                               The aggregate principal amount of Securities
that may be authenticated and delivered under this Indenture is unlimited. The
Securities may be issued in one or more series up to the aggregate principal
amount of Securities of that series from time to time authorized by or pursuant
to a Board Resolution or pursuant to one or more indentures supplemental
hereto. Prior to the initial issuance of Securities of any series, there shall
be established in or pursuant to a Board Resolution, and set forth in an
Officers’ Certificate, or established in one or more indentures supplemental
hereto:



 4
 








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


(2)
                               any limit upon the aggregate principal amount
of the Securities of that series that may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of that series);


(3)
                               the date or dates on which the principal of
the Securities of the series is payable, any original issue discount that may
apply to the Securities of that series upon their issuance, the principal
amount due at maturity, and the place(s) of payment;


(4)
                               the rate or rates at which the Securities of
the series shall bear interest or the manner of calculation of such rate or
rates, if any;


(5)
                               the date or dates from which such interest
shall accrue, the Interest Payment Dates on which such interest will be payable
or the manner of determination of such Interest Payment Dates, the place(s) of
payment, and the record date for the determination of holders to whom interest
is payable on any such Interest Payment Dates or the manner of determination of
such record dates;


(6)
                               the right, if any, to extend the interest
payment periods and the duration of such extension;


(7)
                               the period or periods within which, the price
or prices at which and the terms and conditions upon which Securities of the
series may be redeemed, in whole or in part, at the option of the Company;


(8)
                               the obligation, if any, of the Company to
redeem or purchase Securities of the series pursuant to any sinking fund,
mandatory redemption, or analogous provisions (including payments made in cash
in satisfaction of future sinking fund obligations) or at the option of a holder
thereof and the period or periods within which, the price or prices at which,
and the terms and conditions upon which, Securities of the series shall be
redeemed or purchased, in whole or in part, pursuant to such obligation;


(9)
                               the form of the Securities of the series
including the form of the Certificate of Authentication for such series;


(10)
                         if other than denominations of one thousand
U.S. dollars ($1,000) or any integral multiple thereof, the denominations in
which the Securities of the series shall be issuable;


(11)
                         any and all other terms (including terms, to
the extent applicable, relating to any auction or remarketing of the Securities
of that series and any security for the obligations of the Company with respect
to such Securities) with respect to such series (which terms shall not be
inconsistent with the terms of this Indenture, as amended by any supplemental
indenture) including any terms which may be



 5
 








required by or advisable
under United States laws or regulations or advisable in connection with the
marketing of Securities of that series;


(12)
                         whether the Securities are issuable as a
Global Security and, in such case, the terms and the identity of the Depositary
for such series;


(13)
                         whether the Securities will be convertible
into or exchangeable for shares of common stock or other securities of the
Company or any other Person and, if so, the terms and conditions upon which
such Securities will be so convertible or exchangeable, including the
conversion or exchange price, as applicable, or how it will be calculated and
may be adjusted, any mandatory or optional (at the Company’s option or the
holders’ option) conversion or exchange features, and the applicable conversion
or exchange period;


(14)
                         if other than the principal amount thereof,
the portion of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the maturity thereof pursuant to
Section 6.01;


(15)
                         any additional or different Events of Default
or restrictive covenants (which may include, among other restrictions,
restrictions on the Company’s ability or the ability of the Company’s
Subsidiaries to: incur additional indebtedness; issue additional securities;
create liens; pay dividends or make distributions in respect of their capital
stock; redeem capital stock; place restrictions on such Subsidiaries placing
restrictions on their ability to pay dividends, make distributions or transfer
assets; make investments or other restricted payments; sell or otherwise
dispose of assets; enter into sale-leaseback transactions; engage in
transactions with stockholders and affiliates; issue or sell stock of their
Subsidiaries; or effect a consolidation or merger) or financial covenants
(which may include, among other financial covenants, financial covenants that
require the Company and its Subsidiaries to maintain specified interest
coverage, fixed charge, cash flow-based or asset-based ratios) provided for
with respect to the Securities of the series;


(16)
                         if other than dollars, the coin or currency
in which the Securities of the series are denominated (including, but not
limited to, foreign currency);


(17)
                         the terms and conditions, if any, upon which
the Company shall pay amounts in addition to the stated interest, premium, if
any and principal amounts of the Securities of the series to any Securityholder
that is not a “United States person” for federal tax purposes; and


(18)
                         any restrictions on transfer, sale or
assignment of the Securities of the series.


All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise
be provided in or pursuant to any such Board Resolution or in any indentures
supplemental hereto.


If any of the terms of the series are established by
action taken pursuant to a Board Resolution of the Company, a copy of an
appropriate record of such action shall be certified by the secretary or an



 6
 








assistant secretary of the Company and delivered to the Trustee at or
prior to the delivery of the Officers’ Certificate of the Company setting forth
the terms of the series.


Securities of any particular series may be issued at
various times, with different dates on which the principal or any installment
of principal is payable, with different rates of interest, if any, or different
methods by which rates of interest may be determined, with different dates on
which such interest may be payable and with different redemption dates.


Section 2.02 Form of Securities
and Trustee’s Certificate.


The Securities of any series and the Trustee’s
certificate of authentication to be borne by such Securities shall be
substantially of the tenor and purport as set forth in one or more indentures
supplemental hereto or as provided in a Board Resolution, and set forth in an
Officers’ Certificate, and they may have such letters, numbers or other marks
of identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Indenture, or as may be required
to comply with any law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any securities exchange on which Securities of
that series may be listed, or to conform to usage.


Section 2.03 Denominations:
Provisions for Payment.


The Securities shall be issuable as registered
Securities and in the denominations of one thousand U.S. dollars ($1,000) or
any integral multiple thereof, subject to Section 2.01(a)(10). The Securities
of a particular series shall bear interest payable on the dates and at the rate
specified with respect to that series. Subject to Section 2.01 (a)(l6), the
principal of and the interest on the Securities of any series, as well as any
premium thereon in case of redemption thereof prior to maturity, shall be
payable in the coin or currency of the United States of America that at the
time is legal tender for public and private debt, at the office or agency of
the Company maintained for that purpose. Each Security shall be dated the date
of its authentication. Interest on the Securities shall be computed on the
basis of a 360-day year composed of twelve 30-day months.


The interest installment on any Security that is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date for Securities of that series shall be paid to the Person in whose name
said Security (or one or more Predecessor Securities) is registered at the
close of business on the regular record date for such interest installment. In
the event that any Security of a particular series or portion thereof is called
for redemption and the redemption date is subsequent to a regular record date
with respect to any Interest Payment Date and prior to such Interest Payment
Date, interest on such Security will be paid upon presentation and surrender of
such Security as provided in Section 3.03.


Any interest on any Security that is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date for
Securities of the same series (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the registered
holder on the relevant regular record date by virtue of having been such
holder; and such Defaulted Interest shall be paid by the Company, at its
election, as provided in clause (1) or clause (2) below:


(1)
                               The Company may make payment of any Defaulted
Interest on Securities to the Persons in whose names such Securities (or their
respective Predecessor Securities) are registered at the close of business on a
special record date for the payment of such Defaulted Interest, which shall be
fixed in the following manner: the Company shall notify the Trustee in writing
of the amount of 



 7
 








Defaulted Interest proposed
to be paid on each such Security and the date of the proposed payment, and at
the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided. Thereupon the Company shall fix a special
record date for the payment of such Defaulted Interest which shall not be more
than 15 nor less than 10 days prior to the date of the proposed payment and not
less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Company shall promptly notify the Trustee of such special
record date and, in the name and at the expense of the Company, the Trustee
shall cause notice of the proposed payment of such Defaulted Interest and the
special record date therefor to be mailed, first class postage prepaid, to each
Securityholder at his or her address as it appears in the Security Register (as
hereinafter defined), not less than 10 days prior to such special record date.
Notice of the proposed payment of such Defaulted Interest and the special
record date therefor having been mailed as aforesaid, such Defaulted Interest
shall be paid to the Persons in whose names such Securities (or their
respective Predecessor Securities) are registered on such special record date.


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


Unless otherwise set forth in a Board Resolution or
one or more indentures supplemental hereto establishing the terms of any series
of Securities pursuant to Section 2.01 hereof, the term “regular record date”
as used in this Section with respect to a series of Securities and any Interest
Payment Date for such series shall mean either the fifteenth day of the month
immediately preceding the month in which an Interest Payment Date established
for such series pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the first day of a month, or the first day of the month in
which an Interest Payment Date established for such series pursuant to Section
2.01 hereof shall occur, if such Interest Payment Date is the fifteenth day of
a month, whether or not such date is a Business Day.


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


Section 2.04 Execution and
Authentication.


The Securities shall be signed on behalf of the
Company by one of its Officers. Signatures may be in the form of a manual or
facsimile signature.


The Company may use the facsimile signature of any
Person who shall have been an Officer at the time of execution, notwithstanding
the fact that at the time the Securities shall be authenticated and delivered
or disposed of such Person shall have ceased to be such an officer of the
Company, and in such case the Securities shall be valid nevertheless. The Securities
may contain such notations, legends or 



 8
 








endorsements required by law, stock exchange rule or usage. Each
Security shall be dated the date of its authentication by the Trustee.


A Security shall not be valid until authenticated
manually by an authorized signatory of the Trustee, or by an Authenticating
Agent. Such signature shall be conclusive evidence that the Security so
authenticated has been duly authenticated and delivered hereunder and that the
holder is entitled to the benefits of this Indenture. At any time and from time
to time after the execution and delivery of this Indenture, the Company may
deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a written order of the Company for the authentication
and delivery of such Securities, signed by an Officer, and the Trustee in
accordance with such written order shall authenticate and deliver such
Securities.


In authenticating such Securities and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section
7.01) shall be fully protected in relying upon, an Opinion of Counsel stating
that the form and terms thereof have been established in conformity with the
provisions of this Indenture.


The Trustee shall not be required to authenticate
such Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee’s own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner that is not acceptable to the Trustee.


Section 2.05 Registration of
Transfer and Exchange.


(a)
                               Securities of any series may be exchanged
upon presentation thereof at the office or agency of the Company designated for
such purpose for other Securities of such series of authorized denominations,
and for a like aggregate principal amount, upon payment of a sum sufficient to
cover any tax or other governmental charge in relation thereto, all as provided
in this Section. In respect of any Securities so surrendered for exchange, the
Company shall execute, the Trustee shall authenticate and such office or agency
shall deliver in exchange therefor the Security or Securities of the same
series that the Securityholder making the exchange shall be entitled to
receive, bearing numbers not contemporaneously outstanding.


(b)
                              The Company shall keep, or cause to be kept,
at its office or agency designated for such purpose, or such other location
designated by the Company, a register or registers (herein referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall register the Securities and the transfers of
Securities as in this Article provided and which at all reasonable times shall
be open for inspection by the Trustee. The registrar for the purpose of
registering Securities and transfer of Securities as herein provided shall be
appointed as authorized by Board Resolution (the “Security Registrar”).


Upon surrender for transfer of any Security at the
office or agency of the Company designated for such purpose, the Company shall
execute, the Trustee shall authenticate and such office or agency shall deliver
in the name of the transferee or transferees a new Security or Securities of
the same series as the Security presented for a like aggregate principal
amount.


All Securities presented or surrendered for exchange
or registration of transfer, as provided in this Section, shall be accompanied
(if so required by the Company or the Security Registrar) by a written



 9
 








instrument or instruments of transfer, in form satisfactory to the
Company or the Security Registrar, duly executed by the registered holder or by
such holder’s duly authorized attorney in writing.


(c)
                               Except as provided pursuant to Section 2.01
pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or
established in one or more indentures supplemental to this Indenture, no
service charge shall be made for any exchange or registration of transfer of Securities,
or issue of new Securities in case of partial redemption of any series, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge in relation thereto, other than exchanges pursuant to
Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer.


(d)
                              The Company shall not be required (i) to
issue, exchange or register the transfer of any Securities during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of less than all the Outstanding Securities of the same
series and ending at the close of business on the day of such mailing, nor (ii)
to register the transfer of or exchange any Securities of any series or
portions thereof called for redemption, other than the unredeemed portion of
any such Securities being redeemed in part. The provisions of this Section 2.05
are, with respect to any Global Security, subject to Section 2.11 hereof.


Section 2.06 Temporary Securities.


Pending the preparation of definitive Securities of
any series, the Company may execute, and the Trustee shall authenticate and
deliver, temporary Securities (printed, lithographed or typewritten) of any
authorized denomination. Such temporary Securities shall be substantially in
the form of the definitive Securities in lieu of which they are issued, but
with such omissions, insertions and variations as may be appropriate for
temporary Securities, all as may be determined by the Company. Every temporary
Security of any series shall be executed by the Company and be authenticated by
the Trustee upon the same conditions and in substantially the same manner, and
with like effect, as the definitive Securities of such series. Without
unnecessary delay the Company will execute and will furnish definitive
Securities of such series and thereupon any or all temporary Securities of such
series may be surrendered in exchange therefor (without charge to the holders),
at the office or agency of the Company designated for the purpose, and the
Trustee shall authenticate and such office or agency shall deliver in exchange
for such temporary Securities an equal aggregate principal amount of definitive
Securities of such series, unless the Company advises the Trustee to the effect
that definitive Securities need not be executed and furnished until further
notice from the Company. Until so exchanged, the temporary Securities of such
series shall be entitled to the same benefits under this Indenture as
definitive Securities of such series authenticated and delivered hereunder.


Section 2.07 Mutilated, Destroyed, Lost or Stolen Securities.


In case any temporary or definitive Security shall
become mutilated or be destroyed, lost or stolen, the Company (subject to the
next succeeding sentence) shall execute, and upon the Company’s request the
Trustee (subject as aforesaid) shall authenticate and deliver, a new Security
of the same series, bearing a number not contemporaneously outstanding, in
exchange and substitution for the mutilated Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen. In every case the
applicant for a substituted Security shall furnish to the Company and the
Trustee such security or indemnity as may be required by them to save each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company and the Trustee evidence to their
satisfaction of the destruction, loss or theft of the applicant’s Security and
of the ownership thereof. The Trustee may



 10














authenticate any such substituted Security and deliver the same upon
the written request or authorization of any officer of the Company. Upon the
issuance of any substituted Security, the Company may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.


In case any Security that has matured or is about to
mature shall become mutilated or be destroyed, lost or stolen, the Company may,
instead of issuing a substitute Security, pay or authorize the payment of the
same (without surrender thereof except in the case of a mutilated Security) if
the applicant for such payment shall furnish to the Company and the Trustee
such security or indemnity as they may require to save them harmless, and, in
case of destruction, loss or theft, evidence to the satisfaction of the Company
and the Trustee of the destruction, loss or theft of such Security and of the ownership
thereof.


Every replacement Security issued pursuant to the
provisions of this Section shall constitute an additional contractual
obligation of the Company whether or not the mutilated, destroyed, lost or
stolen Security shall be found at any time, or be enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of the same series duly
issued hereunder. All Securities shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities, and
shall preclude (to the extent lawful) any and all other rights or remedies,
notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments
or other securities without their surrender.


Section 2.08 Cancellation.


All Securities surrendered for the purpose of
payment, redemption, exchange or registration of transfer shall, if surrendered
to the Company or any paying agent, be delivered to the Trustee for
cancellation, or, if surrendered to the Trustee, shall be cancelled by it, and
no Securities shall be issued in lieu thereof except as expressly required or
permitted by any of the provisions of this Indenture. In the absence of such
request the Trustee may dispose of canceled Securities in accordance with its
standard procedures and deliver a certificate of disposition to the Company.  If the Company shall otherwise acquire any of
the Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and
until the same are delivered to the Trustee for cancellation.


Section 2.09 Benefits of
Indenture.


Nothing in this Indenture or in the Securities,
express or implied, shall give or be construed to give to any Person, other
than the parties hereto and the holders of the Securities any legal or
equitable right, remedy or claim under or in respect of this Indenture, or
under any covenant, condition or provision herein contained; all such
covenants, conditions and provisions being for the sole benefit of the parties
hereto and of the holders of the Securities.


Section 2.10 Authenticating
Agent.


So long as any of the Securities of any series
remain Outstanding there may be an Authenticating Agent for any or all such
series of Securities which the Trustee shall have the right to appoint. Said
Authenticating Agent shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, transfer or
partial redemption thereof, and Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if



 11
 








authenticated by the Trustee hereunder. All references in this
Indenture to the authentication of Securities by the Trustee shall be deemed to
include authentication by an Authenticating Agent for such series. Each Authenticating
Agent shall be acceptable to the Company and shall be a corporation that has a
combined capital and surplus, as most recently reported or determined by it,
sufficient under the laws of any jurisdiction under which it is organized or in
which it is doing business to conduct a trust business, and that is otherwise
authorized under such laws to conduct such business and is subject to
supervision or examination by federal or state authorities. If at any time any
Authenticating Agent shall cease to be eligible in accordance with these
provisions, it shall resign immediately.


Any Authenticating Agent may at any time resign by
giving written notice of resignation to the Trustee and to the Company. The
Trustee may at any time (and upon request by the Company shall) terminate the
agency of any Authenticating Agent by giving written notice of termination to
such Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint
an eligible successor Authenticating Agent acceptable to the Company. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder as if originally named as an Authenticating Agent pursuant hereto.


Section 2.11 Global Securities.


(a)
                               If the Company shall establish pursuant to
Section 2.01 that the Securities of a particular series are to be issued as a
Global Security, then the Company shall execute and the Trustee shall, in
accordance with Section 2.04, authenticate and deliver, a Global Security that
(i) shall represent, and shall be denominated in an amount equal to the
aggregate principal amount of, all of the Outstanding Securities of such
series, (ii) shall be registered in the name of the Depositary or its nominee,
(iii) shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary’s instruction and (iv) shall bear a legend substantially to the
following effect: “Except as otherwise provided in Section 2.11 of the
Indenture, this Security may be transferred, in whole but not in part, only to
another nominee of the Depositary or to a successor Depositary or to a nominee
of such successor Depositary.”


(b)                                 Notwithstanding the provisions of Section
2.05, the Global Security of a series may be transferred, in whole but not in
part and in the manner provided in Section 2.05, only to another nominee of the
Depositary for such series, or to a successor Depositary for such series
selected or approved by the Company or to a nominee of such successor
Depositary.


(c)
                               If at any time the Depositary for a series of
the Securities notifies the Company that it is unwilling or unable to continue
as Depositary for such series or if at any time the Depositary for such series
shall no longer be registered or in good standing under the Exchange Act, or
other applicable statute or regulation, and a successor Depositary for such
series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such condition, as the case may be, or
if an Event of Default has occurred and is continuing and the Company has
received a request from the Depositary, this Section 2.11 shall no longer be
applicable to the Securities of such series and the Company will execute, and
subject to Section 2.04, the Trustee will authenticate and deliver the
Securities of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series in exchange for such
Global Security. In



 12
 








addition, the Company may at
any time determine that the Securities of any series shall no longer be
represented by a Global Security and that the provisions of this Section 2.11
shall no longer apply to the Securities of such series. In such event the
Company will execute and, subject to Section 2.04, the Trustee, upon receipt of
an Officers’ Certificate evidencing such determination by the Company, will
authenticate and deliver the Securities of such series in definitive registered
form without coupons, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global Security of such
series in exchange for such Global Security. Upon the exchange of the Global
Security for such Securities in definitive registered form without coupons, in
authorized denominations, the Global Security shall be canceled by the Trustee.
Such Securities in definitive registered form issued in exchange for the Global
Security pursuant to this Section 2.11(c) shall be registered in such names and
in such authorized denominations as the Depositary, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee. The Trustee shall deliver such Securities to the Depositary for
delivery to the Persons in whose names such Securities are so registered.


ARTICLE III


REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS


Section 3.01 Redemption.


The Company may redeem the Securities of any series
issued hereunder on and after the dates and in accordance with the terms
established for such series pursuant to Section 2.01 hereof.


Section 3.02 Notice of
Redemption.


(a)
                               In case the Company shall desire to exercise
such right to redeem all or, as the case may be, a portion of the Securities of
any series in accordance with any right the Company reserved for itself to do
so pursuant to Section 2.01 hereof, the Company shall, or shall cause the Trustee
to, give notice of such redemption to holders of the Securities of such series
to be redeemed by mailing, first class postage prepaid, a notice of such
redemption not less than 30 days and not more than 60 days before the date
fixed for redemption of that series to such holders at their last addresses as
they shall appear upon the Security Register, unless a shorter period is
specified in the Securities to be redeemed. Any notice that is mailed in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the registered holder receives the notice. In any case, failure
duly to give such notice to the holder of any Security of any series designated
for redemption in whole or in part, or any defect in the notice, shall not
affect the validity of the proceedings for the redemption of any other
Securities of such series or any other series. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers’ Certificate evidencing
compliance with any such restriction.


Each such notice of redemption shall specify the
date fixed for redemption and the redemption price at which Securities of that
series are to be redeemed, and shall state that payment of the redemption price
of such Securities to be redeemed will be made at the office or agency of the
Company upon presentation and surrender of such Securities, that interest
accrued to the date fixed for redemption will be



 13
 








paid as specified in said notice, that from and after said date
interest will cease to accrue and that the redemption is for a sinking fund, if
such is the case. If less than all the Securities of a series are to be
redeemed, the notice to the holders of Securities of that series to be redeemed
in part shall specify the particular Securities to be so redeemed.


In case any Security is to be redeemed in part only,
the notice that relates to such Security shall state the portion of the
principal amount thereof to be redeemed, and shall state that on and after the
redemption date, upon surrender of such Security, a new Security or Securities
of such series in principal amount equal to the unredeemed portion thereof will
be issued.


(b)                                 If less than all the Securities of a series
are to be redeemed, the Company shall give the Trustee at least 45 days’ notice
(unless a shorter notice shall be satisfactory to the Trustee) in advance of
the date fixed for redemption as to the aggregate principal amount of
Securities of the series to be redeemed, and thereupon the Trustee shall
select, by lot or in such other manner as it shall deem appropriate and fair in
its discretion and that may provide for the selection of a portion or portions
(equal to one thousand U.S. dollars ($1,000) or any integral multiple thereof)
of the principal amount of such Securities of a denomination larger than
$1,000, the Securities to be redeemed and shall thereafter promptly notify the
Company in writing of the numbers of the Securities to be redeemed, in whole or
in part. The Company may, if and whenever it shall so elect, by delivery of
instructions signed on its behalf by an Officer, instruct the Trustee or any
paying agent to call all or any part of the Securities of a particular series
for redemption and to give notice of redemption in the manner set forth in this
Section, such notice to be in the name of the Company or its own name as the
Trustee or such paying agent may deem advisable. In any case in which notice of
redemption is to be given by the Trustee or any such paying agent, the Company
shall deliver or cause to be delivered to, or permit to remain with, the
Trustee or such paying agent, as the case may be, such Security Register,
transfer books or other records, or suitable copies or extracts therefrom,
sufficient to enable the Trustee or such paying agent to give any notice by
mail that may be required under the provisions of this Section.


Section 3.03 Payment upon Redemption.


(a)
                               If the giving of notice of redemption shall
have been completed as above provided, the Securities or portions of Securities
of the series to be redeemed specified in such notice shall become due and
payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for
redemption and interest on such Securities or portions of Securities shall
cease to accrue on and after the date fixed for redemption, unless the Company shall
default in the payment of such redemption price and accrued interest with
respect to any such Security or portion thereof. On presentation and surrender
of such Securities on or after the date fixed for redemption at the place of
payment specified in the notice, said Securities shall be paid and redeemed at
the applicable redemption price for such series, together with interest accrued
thereon to the date fixed for redemption (but if the date fixed for redemption
is an interest payment date, the interest installment payable on such date
shall be payable to the registered holder at the close of business on the
applicable record date pursuant to Section 2.03).


(b)                                 Upon presentation of any Security of such
series that is to be redeemed in part only, the Company shall execute and the
Trustee shall authenticate and the office or agency where



 14
 








the Security is presented
shall deliver to the holder thereof, at the expense of the Company, a new
Security of the same series of authorized denominations in principal amount
equal to the unredeemed portion of the Security so presented.


Section 3.04 Sinking Fund.


The provisions of Sections 3.04, 3.05 and 3.06 shall
be applicable to any sinking fund for the retirement of Securities of a series,
except as otherwise specified as contemplated by Section 2.01 for Securities of
such series.


The minimum amount of any sinking fund payment
provided for by the terms of Securities of any series is herein referred to as
a “mandatory sinking fund payment,” and any payment in excess of such minimum
amount provided for by the terms of Securities of any series is herein referred
to as an “optional sinking fund payment”. If provided for by the terms of
Securities of any series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 3.05. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for
by the terms of Securities of such series.


Section 3.05 Satisfaction of
Sinking Fund Payments with Securities.


The Company (i) may deliver Outstanding Securities
of a series and (ii) may apply as a credit Securities of a series that have
been redeemed either at the election of the Company pursuant to the terms of
such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any sinking fund payment with respect to the Securities
of such series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series, provided that such Securities have
not been previously so credited. Such Securities shall be received and credited
for such purpose by the Trustee as directed in writing by the Company at the
redemption price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be
reduced accordingly.


Section 3.06 Redemption of
Securities for Sinking Fund.


Not less than 45 days prior to each sinking fund
payment date for any series of Securities (unless a shorter period shall be
satisfactory to the Trustee), the Company will deliver to the Trustee an
Officers’ Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of the series, the portion
thereof, if any, that is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 3.05 and the basis for such credit and will,
together with such Officers’ Certificate, deliver to the Trustee any Securities
to be so delivered. Not less than 30 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 3.02 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 3.02. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in
the manner stated in Section 3.03.



 15
 








ARTICLE IV


COVENANTS


Section 4.01 Payment of
Principal, Premium and Interest.


The Company will duly and punctually pay or cause to
be paid the principal of (and premium, if any) and interest on the Securities
of that series at the time and place and in the manner provided herein and
established with respect to such Securities.


Section 4.02 Maintenance of
Office or Agency.


So long as any series of the Securities remain
Outstanding, the Company agrees to maintain an office or agency with respect to
each such series and at such other location or locations as may be designated
as provided in this Section 4.02, where (i) Securities of that series may be
presented for payment, (ii) Securities of that series may be presented as
herein above authorized for registration of transfer and exchange, and (iii)
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be given or served, such designation to continue
with respect to such office or agency until the Company shall, by written
notice signed by any officer authorized to sign an Officers’ Certificate and
delivered to the Trustee, designate some other office or agency for such
purposes or any of them. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, notices and demands may be made or served
at the Corporate Trust Office of the Trustee, and the Company hereby appoints
the Trustee as its agent to receive all such presentations, notices and
demands. The Company initially appoints the Corporate Trust Office of the
Trustee as its paying agent with respect to the Securities.


Section 4.03 Paying Agents.


(a)
                               If the Company shall appoint one or more
paying agents for all or any series of the Securities, other than the Trustee,
the Company will cause each such paying agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section: (1) that it will hold all sums held by it as
such agent for the payment of the principal of (and premium, if any) or
interest on the Securities of that series (whether such sums have been paid to
it by the Company or by any other obligor of such Securities) in trust for the
benefit of the Persons entitled thereto; (2) that it will give the Trustee
notice of any failure by the Company (or by any other obligor of such
Securities) to make any payment of the principal of (and premium, if any) or
interest on the Securities of that series when the same shall be due and
payable; (3) that it will, at any time during the continuance of any failure
referred to in the preceding paragraph (a)(2) above, upon the written request
of the Trustee, forthwith pay to the Trustee all sums so held in trust by such
paying agent; and (4) that it will perform all other duties of paying agent as
set forth in this Indenture.


(b)
                              If the Company shall act as its own paying
agent with respect to any series of the Securities, it will on or before each
due date of the principal of (and premium, if any) or interest on Securities of
that series, set aside, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay such principal (and premium,
if any) or interest so becoming due on Securities of that series until such
sums shall be paid to such Persons or otherwise disposed of as herein provided
and will promptly notify the Trustee of such action, or any failure (by it or any
other obligor on such Securities) to



 16
 








take such action. Whenever
the Company shall have one or more paying agents for any series of Securities,
it will, prior to each due date of the principal of (and premium, if any) or
interest on any Securities of that series, deposit with the paying agent a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest, and (unless such paying agent is the
Trustee) the Company will promptly notify the Trustee of this action or failure
so to act.


(c)
                               Notwithstanding anything in this Section to
the contrary, (i) the agreement to hold sums in trust as provided in this
Section is subject to the provisions of Section 11.05, and (ii) the Company may
at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or direct any paying agent to
pay, to the Trustee all sums held in trust by the Company or such paying agent,
such sums to be held by the Trustee upon the same terms and conditions as those
upon which such sums were held by the Company or such paying agent; and, upon
such payment by the Company or any paying agent to the Trustee, the Company or
such paying agent shall be released from all further liability with respect to
such money.


Section 4.04 Appointment to Fill
Vacancy in Office of Trustee.


The Company, whenever necessary to avoid or fill a
vacancy in the office of Trustee, will appoint, in the manner provided in
Section 7.10, a Trustee, so that there shall at all times be a Trustee
hereunder.


Section 4.05 Compliance with
Consolidation Provisions.


The Company will not, while any of the Securities
remain Outstanding, consolidate with or merge into any other Person, in either
case where the Company is not the survivor of such transaction, or sell or
convey all or substantially all of its property to any other Person unless the
provisions of Article Ten hereof are complied with.


Section 4.06 Calculation of
Original Issue Discount.


The Company shall file with the Trustee within 20
days following the end of each calendar year (i) a written notice specifying
the amount of original issue discount (including daily rates and accrual periods)
accrued on Outstanding Securities as of the end of such year and (ii) such
other specific information relating to such original issue discount as may be
relevant under the Code.


ARTICLE V


SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE


Section 5.01 Company to Furnish
Trustee Names and Addresses of Securityholders.


The Company will furnish or cause to be furnished to
the Trustee (a) within 10 days after each regular record date (as defined in
Section 2.03) a list, in such form as the Trustee may reasonably require, of
the names and addresses of the holders of each series of Securities as of such
regular record date, provided that the Company shall not be obligated to
furnish or cause to furnish such list at any time that the list shall not
differ in any respect from the most recent list furnished to the Trustee by the
Company and (b)at such other times as the Trustee may request in writing within
30 days after the receipt by the



 17
 








Company of any such request, a list of similar form and content as of a
date not more than 10 days prior to the time such list is furnished; provided,
however, that, in either case, no such list need be furnished for any series
for which the Trustee shall be the Security Registrar.


Section 5.02 Preservation of Information;
Communications with Securityholders.


(a)
                               The Trustee shall preserve, in as current a
form as is reasonably practicable, all information as to the names and
addresses of the holders of Securities contained in the most recent list
furnished to it as provided in Section 5.01 and as to the names and addresses
of holders of Securities received by the Trustee in its capacity as Security
Registrar (if acting in such capacity).


(b)                                 The Trustee may destroy any list furnished to
it as provided in Section 5.01 upon receipt of a new list so furnished.


(c)
                               Securityholders may communicate as provided
in Section 312(b) of the Trust Indenture Act with other Securityholders with
respect to their rights under this Indenture or under the Securities, and, in
connection with any such communications, the Trustee shall satisfy its
obligations under Section 312(b) of the Trust Indenture Act in accordance with
the provisions of Section 312(b) of the Trust Indenture Act.


Section 5.03 Reports by the
Company.


The Company covenants and agrees to provide a copy to the Trustee,
copies of all periodic reports and proxy and information, statements filed by
the Company with the Securities and Exchange Commission pursuant to Section 13
or Section 15(d) of the Exchange Act; provided, however, the Company shall not
be required to deliver to the Trustee any materials for which the Company has
sought and received confidential treatment by the SEC. The Company shall also
comply with the requirements of Section 314 of the Trust Indenture Act, but
only to the extent then applicable to the Company.


Section 5.04 Reports by the
Trustee.


(a)
                               On or before July 1 in each year in which any
of the Securities are Outstanding, the Trustee shall transmit by mail, first
class postage prepaid, to the Securityholders, as their names and addresses
appear upon the Security Register, a brief report dated as of the preceding May
1, if and to the extent required under Section 313(a) of the Trust Indenture
Act.


(b)
                              The Trustee shall comply with Section 313(b)
and 313(c) of the Trust Indenture Act.


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



 18














ARTICLE VI


REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT


Section 6.01 Events of Default.


(a)
                               Whenever used herein with respect to
Securities of a particular series, “Event of Default” means any one or more of
the following events that has occurred and is continuing:


(1)
                               the Company defaults in the payment of any
installment of interest upon any of the Securities of that series, as and when
the same shall become due and payable, and such default continues for a period
of 90 days provided, however, that a valid extension of an interest payment
period by the Company in accordance with the terms of any indenture
supplemental hereto shall not constitute a default in the payment of interest
for this purpose;


(2)
                               the Company defaults in the payment of the
principal of (or premium, if any, on) any of the Securities of that series as
and when the same shall become due and payable whether at maturity, upon
redemption, by declaration or otherwise, or in any payment required by any
sinking or analogous fund established with respect to that series; provided,
however, that a valid extension of the maturity of such Securities in
accordance with the terms of any indenture supplemental hereto shall not
constitute a default in the payment of principal or premium, if any;


(3)
                               the Company fails to observe or perform any
other of its covenants or agreements with respect to that series contained in
this Indenture or otherwise established with respect to that series of
Securities pursuant to Section 2.01 hereof (other than a covenant or agreement
that has been expressly included in this Indenture solely for the benefit of
one or more series of Securities other than such series) for a period of 90
days after the date on which written notice of such failure, requiring the same
to be remedied and stating that such notice is a “Notice of Default” hereunder,
shall have been given to the Company by the Trustee, by registered or certified
mail or overnight delivery service or to the Company and the Trustee by the
holders of at least 25% in principal amount of the Securities of that series at
the time Outstanding;


(4)
                               Any other Event of Default provided in the
supplemental indenture or pursuant to a Board Resolution under which such
series of Securities is issued or in the form of Security for such series.


(5)
                               the Company pursuant to or within the meaning
of any Bankruptcy Law (i) commences a voluntary case, (ii) consents to the
entry of an order for relief against it in an involuntary case, (iii) consents
to the appointment of a Custodian of it or for all or substantially all of its
property or (iv) makes a general assignment for the benefit of its creditors;
or


(6)
                               a court of competent jurisdiction enters an
order under any Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a Custodian of the Company for all or
substantially all of its property or (iii) orders



 19
 








the liquidation of the
Company, and the order or decree remains unstayed and in effect for 90 days.


(b)
                              In each and every such case (other than an
Event of Default specified in clause (4) or clause (5) above), unless the
principal of all the Securities of that series shall have already become due
and payable, either the Trustee or the holders of not less than 25% in aggregate
principal amount of the Securities of that series then Outstanding hereunder,
by notice in writing to the Company (and to the Trustee if given by such
Securityholders), may declare the principal of (and premium, if any, on) and
accrued and unpaid interest on all the Securities of that series to be due and
payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable. If an Event of Default specified in
clause (4) or clause (5) above occurs, the principal of and accrued and unpaid
interest on all the Securities of that series shall automatically be
immediately due and payable without any declaration or other act on the part of
the Trustee or the holders of the Securities.


(c)
                               At any time after the principal of (and
premium, if any, on) and accrued and unpaid interest on the Securities of that
series shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the holders of a majority in aggregate principal amount
of the Securities of that series then Outstanding hereunder, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if: (i) the Company has paid or deposited with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of that series and the principal of (and premium, if any, on) any and all
Securities of that series that shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to
the extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the Securities of
that series to the date of such payment or deposit) and the amount payable to
the Trustee under Section 7.06, and (ii) any and all Events of Default under
the Indenture with respect to such series, other than the nonpayment of
principal on (and premium, if any, on) and accrued and unpaid interest on
Securities of that series that shall not have become due by their terms, shall
have been remedied or waived as provided in Section 6.06.


No such rescission and annulment shall extend to or
shall affect any subsequent default or impair any right consequent thereon.


(d)
                              In case the Trustee shall have proceeded to
enforce any right with respect to Securities of that series under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such rescission or annulment or for any other reason or shall have been
determined adversely to the Trustee, then and in every such case, subject to
any determination in such proceedings, the Company and the Trustee shall be
restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Company and the Trustee shall continue as
though no such proceedings had been taken.


Section 6.02 Collection of
Indebtedness and Suits for Enforcement by Trustee.


(a)
                               The Company covenants that (i) in case it
shall default in the payment of any installment of interest on any of the
Securities of a series, or in any payment required by any sinking



 20
 








or analogous fund
established with respect to that series as and when the same shall have become
due and payable, and such default shall have continued for a period of 90 days,
or (ii) in case it shall default in the payment of the principal of (or
premium, if any, on) any of the Securities of a series when the same shall have
become due and payable, whether upon maturity of the Securities of a series or
upon redemption or upon declaration or otherwise then, upon demand of the
Trustee, the Company will pay to the Trustee, for the benefit of the holders of
the Securities of that series, the whole amount that then shall have been
become due and payable on all such Securities for principal (and premium, if
any) or interest, or both, as the case may be, with interest upon the overdue
principal (and premium, if any) and (to the extent that payment of such
interest is enforceable under applicable law) upon overdue installments of
interest at the rate per annum expressed in the Securities of that series; and,
in addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, and the amount payable to the Trustee under Section
7.06.


(b)
                              If the Company shall fail to pay such amounts
forthwith upon such demand, the Trustee, in its own name and as trustee of an
express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company
or other obligor upon the Securities of that series and collect the moneys
adjudged or decreed to be payable in the manner provided by law or equity out
of the property of the Company or other obligor upon the Securities of that
series, wherever situated.


(c)
                               In case of any receivership, insolvency,
liquidation, bankruptcy, reorganization, readjustment, arrangement, composition
or judicial proceedings affecting the Company, or its creditors or property,
the Trustee shall have power to intervene in such proceedings and take any
action therein that may be permitted by the court and shall (except as may be
otherwise provided by law) be entitled to file such proofs of claim and other
papers and documents as may be necessary or advisable in order to have the
claims of the Trustee and of the holders of Securities of such series allowed
for the entire amount due and payable by the Company under the Indenture at the
date of institution of such proceedings and for any additional amount that may
become due and payable by the Company after such date, and to collect and
receive any moneys or other property payable or deliverable on any such claim,
and to distribute the same after the deduction of the amount payable to the
Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy
or reorganization is hereby authorized by each of the holders of Securities of
such series to make such payments to the Trustee, and, in the event that the
Trustee shall consent to the making of such payments directly to such
Securityholders, to pay to the Trustee any amount due it under Section 7.06.


(d)
                              All rights of action and of asserting claims
under this Indenture, or under any of the terms established with respect to
Securities of that series, may be enforced by the Trustee without the
possession of any of such Securities, or the production thereof at any trial or
other proceeding relative thereto, and any such suit or proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for payment to the Trustee
of any amounts due under Section 7.06, be for the ratable benefit of the
holders of the Securities of such series.



 21
 








In case of an Event of Default hereunder, the Trustee
may in its discretion proceed to protect and enforce the rights vested in it by
this Indenture by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any of such rights, either at law or
in equity or in bankruptcy or otherwise, whether for the specific enforcement
of any covenant or agreement contained in the Indenture or in aid of the
exercise of any power granted in this Indenture, or to enforce any other legal
or equitable right vested in the Trustee by this Indenture or by law.


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


Section 6.03 Application of
Moneys or Property Collected.


Any moneys or property collected by the Trustee
pursuant to this Article with respect to a particular series of Securities
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such moneys or property on account
of principal (or premium, if any) or interest, upon presentation of the
Securities of that series, and notation thereon of the payment, if only
partially paid, and upon surrender thereof if fully paid:  FIRST: To the payment of reasonable costs and
expenses of collection and of all amounts payable to the Trustee under Section
7.06; SECOND: To the payment of the amounts then due and unpaid upon Securities
of such series for principal (and premium, if any) and interest, in respect of
which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the amounts due and
payable on such Securities for principal (and premium, if any) and interest,
respectively; and THIRD: To the payment of the remainder, if any, to the
Company or any other Person lawfully entitled thereto as a court of competent
jurisdiction shall direct.


Section 6.04 Limitation on Suits.


No holder of any Security of any series shall have
any right by virtue or by availing of any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless (i) such holder previously shall have
given to the Trustee written notice of an Event of Default and of the
continuance thereof with respect to the Securities of such series specifying
such Event of Default, as hereinbefore provided; (ii) the holders of not less
than 25% in aggregate principal amount of the Securities of such series then
Outstanding shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder; (iii) such
holder or holders shall have offered to the Trustee such satisfactory indemnity
as it may require against the costs, expenses and liabilities to be incurred
therein or thereby; (iv) the Trustee for 90 days after its receipt of such
notice, request and offer of indemnity, shall have failed to institute any such
action, suit or proceeding and (v) during such 90 day period, the holders of a
majority in principal amount of the Securities of that series do not give the
Trustee a direction inconsistent with the request.


Notwithstanding anything contained herein to the contrary
or any other provisions of this Indenture, the right of any holder of any
Security to receive payment of the principal of (and premium, if any) and
interest on such Security, as therein provided, on or after the respective due
dates expressed in such Security (or in the case of redemption, on the
redemption date), or to institute suit for the enforcement of any such payment
on or after such respective dates or redemption date, shall not be impaired or
affected without the consent of such holder and by accepting a Security
hereunder it is expressly understood, intended and covenanted by the taker and
holder of every Security of such series



 22
 








with every other such taker and holder and the Trustee, that no one or
more holders of Securities of such series shall have any right in any manner
whatsoever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any other of such
Securities, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Securities of such series. For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.


Section 6.05 Rights and Remedies
Cumulative; Delay or Omission Not Waiver.


(a)
                               Except as otherwise provided in Section 2.07,
all powers and remedies given by this Article to the Trustee or to the
Securityholders shall, to the extent permitted by law, be deemed cumulative and
not exclusive of any other powers and remedies available to the Trustee or the
holders of the Securities, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to such Securities.


(b)                                 No delay or omission of the Trustee or of any
holder of any of the Securities to exercise any right or power accruing upon
any Event of Default occurring and continuing as aforesaid shall impair any
such right or power, or shall be construed to be a waiver of any such default
or an acquiescence therein; and, subject to the provisions of Section 6.04,
every power and remedy given by this Article or by law to the Trustee or the
Securityholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Securityholders.


Section 6.06 Control by
Securityholders.


The holders of a majority in aggregate principal
amount of the Securities of any series at the time Outstanding, determined in
accordance with Section 8.04, shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee with respect to such
series; provided, however, that such direction shall not be in conflict with
any rule of law or with this Indenture. Subject to the provisions of Section
7.01, the Trustee shall have the right to decline to follow any such direction
if the Trustee in good faith shall, by a Responsible Officer or officers of the
Trustee, determine that the proceeding so directed, subject to the Trustee’s
duties under the Trust Indenture Act, would involve the Trustee in personal
liability or might be unduly prejudicial to the Securityholders not involved in
the proceeding. The holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding affected thereby, determined
in accordance with Section 8.04, may on behalf of the holders of all of the
Securities of such series waive any past default in the performance of any of
the covenants contained herein or established pursuant to Section 2.01 with
respect to such series and its consequences, except a default in the payment of
the principal of, or premium, if any, or interest on, any of the Securities of
that series as and when the same shall become due by the terms of such
Securities otherwise than by acceleration (unless such default has been cured
and a sum sufficient to pay all matured installments of interest and principal
and any premium has been deposited with the Trustee (in accordance with Section
6.01(c)). Upon any such waiver, the default covered thereby shall be deemed to
be cured for all purposes of this Indenture and the Company, the Trustee and
the holders of the Securities of such series shall be restored to their former positions
and rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.



 23
 








Section 6.07 Undertaking to Pay
Costs.


All parties to this Indenture agree, and each holder
of any Securities by such holder’s acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Securityholder, or group
of Securityholders, holding more than 10% in aggregate principal amount of the
Outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security of such series, on or after the
respective due dates expressed in such Security or established pursuant to this
Indenture.


ARTICLE VII


CONCERNING THE TRUSTEE


Section 7.01 Certain Duties and
Responsibilities of Trustee.


(a)
                               The Trustee, prior to the occurrence of an
Event of Default with respect to the Securities of a series and after the
curing of all Events of Default with respect to the Securities of that series
that may have occurred, shall undertake to perform with respect to the Securities
of such series such duties and only such duties as are specifically set forth
in this Indenture, and no implied covenants shall be read into this Indenture
against the Trustee. In case an Event of Default with respect to the Securities
of a series has occurred (that has not been cured or waived), the Trustee shall
exercise with respect to Securities of that series such of the rights and
powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.


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


(i)
                                  prior to the occurrence of an Event of
Default with respect to the Securities of a series and after the curing or
waiving of all such Events of Default with respect to that series that may have
occurred:


(A)                              the duties and obligations of the Trustee
shall with respect to the Securities of such series be determined solely by the
express provisions of this Indenture, and the Trustee shall not be liable with
respect to the Securities of such series except for the performance of such
duties and obligations as are specifically set forth in this Indenture, and no
implied covenants or obligations shall be read into this Indenture against the
Trustee; and


(B)
                             in the absence of bad faith on the part of
the Trustee, the Trustee may with respect to the Securities of such series
conclusively



 24
 








rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee and conforming to the form
required of this Indenture; but in the case of any such certificates or
opinions that by any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the form required of this Indenture;


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


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


(iv)
                           None of the provisions contained in this
Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur personal financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers if there is reasonable
ground for believing that the repayment of such funds or liability is not
reasonably assured to it under the terms of this Indenture or adequate
indemnity against such risk is not reasonably assured to it.


Section 7.02 Certain Rights of
Trustee.


Except as otherwise provided in Section 7.01:


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


(b)
                              Any request, direction, order or demand of
the Company mentioned herein shall be sufficiently evidenced by a Board
Resolution or an instrument signed in the name of the Company by any authorized
officer of the Company (unless other evidence in respect thereof is
specifically prescribed herein);


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


(d)
                              The Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the Securityholders



 25
 








pursuant to the provisions
of this Indenture, unless such Securityholders shall have offered to the
Trustee satisfactory security or indemnity against the costs, expenses and
liabilities that may be incurred therein or thereby; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon the occurrence of
an Event of Default with respect to a series of the Securities (that has not
been cured or waived), to exercise with respect to Securities of that series
such of the rights and powers vested in it by this Indenture, and to use the
same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs;


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


(f)
                                 The Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, approval,
bond, security, or other papers or documents, unless requested in writing so to
do by the holders of not less than a majority in principal amount of the
Outstanding Securities of the particular series affected thereby (determined as
provided in Section 8.04); provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it
by the terms of this Indenture, the Trustee may require satisfactory indemnity
against such costs, expenses or liabilities as a condition to so proceeding.
The expense of every such examination shall be paid by the Company or, if paid
by the Trustee, shall be repaid by the Company upon demand; and


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


In addition, the Trustee shall not be deemed to have
knowledge of any Default or Event of Default except (1) any Event of Default
occurring pursuant to Sections 6.01 (a)(1) and 6.01 (a)(2) or (2) any Default
or Event of Default of which the Trustee shall have received written
notification in the manner set forth in this Indenture or a Responsible Officer
of the Trustee shall have obtained actual knowledge. Delivery of reports,
information and documents to the Trustee under Section 5.03 is for
informational purposes only and the information and the Trustee’s receipt of
the foregoing shall not constitute constructive notice of any information
contained therein, or determinable from information contained therein including
the Company’s compliance with any of their covenants thereunder (as to which
the Trustee is entitled to rely conclusively on an Officers’ Certificate).


Section 7.03 Trustee Not
Responsible for Recitals or Issuance or Securities.


(a)
                               The recitals contained herein and in the
Securities shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same.


(b)
                              The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities.



 26
 








(c)
                               The Trustee shall not be accountable for the
use or application by the Company of any of the Securities or of the proceeds
of such Securities, or for the use or application of any moneys paid over by
the Trustee in accordance with any provision of this Indenture or established
pursuant to Section 2.01, or for the use or application of any moneys received
by any paying agent other than the Trustee.


Section 7.04 May Hold Securities.


The Trustee or any paying agent or Security
Registrar, in its individual or any other capacity, may become the owner or
pledgee of Securities with the same rights it would have if it were not
Trustee, paying agent or Security Registrar.


Section 7.05 Moneys Held in
Trust.


Subject to the provisions of Section 11.05, all moneys received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any moneys received by it hereunder except such as it
may agree with the Company to pay thereon.


Section 7.06 Compensation and
Reimbursement.


(a)
                               The Company covenants and agrees to pay to
the Trustee, and the Trustee shall be entitled to, such compensation (which
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) as the Company and the Trustee may from time to
time agree in writing, for all services rendered by it in the execution of the
trusts hereby created and in the exercise and performance of any of the powers
and duties hereunder of the Trustee, and, except as otherwise expressly
provided herein, the Company will pay or reimburse the Trustee upon its request
for all expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
compensation and the expenses and disbursements of its counsel and of all
Persons not regularly in its employ), except any such expense, disbursement or
advance as may arise from its negligence or bad faith and except as the Company
and Trustee may from time to time agree in writing. The Company also covenants
to indemnify the Trustee (and its officers, agents, directors and employees)
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Trustee and arising out of
or in connection with the acceptance or administration of this trust, including
the costs and expenses of defending itself against any claim of liability in
the premises.


(b)
                              The obligations of the Company under this
Section to compensate and indemnify the Trustee and to pay or reimburse the
Trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder. Such additional indebtedness shall be secured by a lien
prior to that of the Securities upon all property and funds held or collected
by the Trustee as such.


(c)
                               The Company covenants and agrees to indemnify
the Trustee for, and hold it harmless from and against, any loss, liability or
expense incurred by it arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder or the performance of its
duties hereunder, including the costs and expenses of defending itself



 27
 








against any claim or
liability in connection with the exercise or performance of any of its powers
or duties hereunder except to the extent any such loss, liability or expense
may be attributable to its negligence, willful misconduct or bad faith.


(d)
                              In addition and without prejudice to the
rights provided to the Trustee under any of the provisions of this Indenture,
when the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 6.01(4) or Section 6.01(5), the expenses
(including the charges and expenses of its counsel) and the compensation for
the services are intended to constitute expenses of administration under any
applicable Federal and State bankruptcy, insolvency or other similar law.


(e)
                               The Company’s obligations under this Section
7.06 and the lien referred to in Section 7.06(b) shall survive the resignation
or removal of the Trustee, the discharge of the Company’s obligations under
Article Eleven of this Indenture and/or the termination of this Indenture.


Section 7.07 Reliance on Officers’
Certificate and Opinions.


Except as otherwise provided in Section 7.01,
whenever in the administration of the provisions of this Indenture the Trustee
shall deem it reasonably necessary or desirable that a matter be proved or
established prior to taking or suffering or omitting to take any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers’ Certificate or Opinion of Counsel, or both delivered to the Trustee
and such certificate or opinion, in the absence of negligence or bad faith on
the part of the Trustee, shall be full warrant to the Trustee for any action
taken, suffered or omitted to be taken by it under the provisions of this
Indenture upon the faith thereof.


Section 7.08 Disqualification;
Conflicting Interests.


If the Trustee has or shall acquire any “conflicting
interest” within the meaning of Section 310(b) of the Trust Indenture Act, the
Trustee and the Company shall in all respects comply with the provisions of
Section 310(b) of the Trust Indenture Act.


Section 7.09 Corporate Trustee
Required; Eligibility.


There shall at all times be a Trustee with respect
to the Securities issued hereunder which shall at all times be a corporation
organized and doing business under the laws of the United States of America or
any state or territory thereof or of the District of Columbia, or a corporation
or other Person permitted to act as trustee by the Securities and Exchange
Commission, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least fifty million U.S. dollars
($50,000,000), and subject to supervision or examination by federal, state,
territorial, or District of Columbia authority.


If such corporation or other Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation or other
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. The Company may not, nor may
any Person directly or indirectly controlling, controlled by, or under common
control with the Company, serve as Trustee. In case at any time the Trustee
shall cease to be eligible in



 28
 








accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 7.10.


Section 7.10 Resignation and
Removal; Appointment of Successor.


(a)
                               The Trustee or any successor hereafter
appointed may at any time resign with respect to the Securities of one or more
series by giving written notice thereof to the Company. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee
with respect to Securities of such series by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the mailing of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee with respect to Securities of such series, or any
Securityholder of that series who has been a bona fide holder of a Security or
Securities for at least six months may on behalf of himself and all others
similarly situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon after such notice, if any, as it may deem
proper and prescribe, appoint a successor trustee.


(b)
                              In case at any time any one of the following
shall occur:  (i) the Trustee shall fail
to comply with the provisions of Section 7.08 after written request therefor by
the Company or by any Securityholder who has been a bona fide holder of a
Security or Securities for at least six months; or (ii) the Trustee shall cease
to be eligible in accordance with the provisions of Section 7.09 and shall fail
to resign after written request therefor by the Company or by any such
Securityholder; or (iii) the Trustee shall become incapable of acting, or shall
be adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy
proceeding, or a receiver of the Trustee or of its property shall be appointed
or consented to, or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation; then, in any such case, the Company may remove the
Trustee with respect to all Securities and appoint a successor trustee by
written instrument, in duplicate, executed by order of the Board of Directors,
one copy of which instrument shall be delivered to the Trustee so removed and
one copy to the successor trustee, or any Securityholder who has been a bona
fide holder of a Security or Securities for at least six months may, on behalf
of that holder and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee. Such court may thereupon after such notice, if any, as it
may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.


(c)
                               The holders of a majority in aggregate
principal amount of the Securities of any series at the time Outstanding may at
any time remove the Trustee with respect to such series by so notifying the
Trustee and the Company and may appoint a successor Trustee for such series
with the consent of the Company.


(d)
                              Any resignation or removal of the Trustee and
appointment of a successor trustee with respect to the Securities of a series
pursuant to any of the provisions of this Section shall become effective upon
acceptance of appointment by the successor trustee as provided in Section 7.11.



 29
 








(e)
                               Any successor trustee appointed pursuant to
this Section may be appointed with respect to the Securities of one or more
series or all of such series, and at any time there shall be only one Trustee
with respect to the Securities of any particular series.


Section 7.11 Acceptance of
Appointment by Successor.


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


(b)
                              In case of the appointment hereunder of a
successor trustee with respect to the Securities of one or more (but not all)
series, the Company, the retiring Trustee and each successor trustee with
respect to the Securities of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor trustee shall accept such
appointment and which (i) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor trustee relates, (ii) shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series as to which the retiring Trustee is not retiring shall continue to
be vested in the retiring Trustee, and (iii) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee and that no
Trustee shall be responsible for any act or failure to act on the part of any
other Trustee hereunder; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein, such retiring Trustee shall
with respect to the Securities of that or those series to which the appointment
of such successor trustee relates have no further responsibility for the
exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture, and each such successor
trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor trustee relates; but, on request of the Company or any successor
trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor trustee, to the extent contemplated by such supplemental indenture,
the property and money held by such retiring Trustee hereunder with respect to
the Securities of that or those series to which the appointment of such
successor trustee relates.



 30
 








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


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


(e)
                               Upon acceptance of appointment by a successor
trustee as provided in this Section, the Company shall transmit or cause to be
transmitted a notice of the succession of such trustee hereunder by mail, first
class postage prepaid, to the Securityholders, as their names and addresses
appear upon the Security Register. If the Company fails to transmit such notice
within ten days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be transmitted at the expense of
the Company.


Section 7.12 Merger, Conversion,
Consolidation or Succession to Business.


Any corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided that such
corporation shall be qualified under the provisions of Section 7.08 and
eligible under the provisions of Section 7.09, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding. In case any Securities shall
have been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Securities.


Section 7.13 Preferential
Collection of Claims against the Company.


The Trustee shall comply with Section 311(a) of the
Trust Indenture Act, excluding any creditor relationship described in Section
311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed
shall be subject to Section 311(a) of the Trust Indenture Act to the extent
included therein.


Section 7.14 Notice of Default.


If any Default or any Event of Default occurs and is
continuing and if such Default or Event of Default is known to a Responsible
Officer of the Trustee, the Trustee shall mail to each Securityholder in the
manner and to the extent provided in Section 313(c) of the Trust Indenture Act
notice of the Default or Event of Default within 90 days after it occurs and
becomes known to the Trustee, unless such Default or Event of Default has been
cured; provided, however, that, except in the
case of a default in the payment of the principal of (or premium, if any) or
interest on any Security, the Trustee shall be protected in withholding such
notice if and so long as the Responsible Officer or a trust committee
Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Securityholders.



 31














ARTICLE VIII


CONCERNING THE SECURITYHOLDERS


Section 8.01 Evidence of Action
by Securityholders.


Whenever in this Indenture it is provided that the
holders of a majority or specified percentage in aggregate principal amount of
the Securities of a particular series may take any action (including the making
of any demand or request, the giving of any notice, consent or waiver or the
taking of any other action), the fact that at the time of taking any such
action the holders of such majority or specified percentage of that series have
joined therein may be evidenced by any instrument or any number of instruments
of similar tenor executed by such holders of Securities of that series in
person or by agent or proxy appointed in writing.


If the Company shall solicit from the
Securityholders of any series any request, demand, authorization, direction,
notice, consent, waiver or other action, the Company may, at its option, as
evidenced by an Officers’ Certificate, fix in advance a record date for such
series for the determination of Securityholders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other action, but
the Company shall have no obligation to do so. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or
other action may be given before or after the record date, but only the
Securityholders of record at the close of business on the record date shall be
deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of Outstanding Securities of that
series have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for that
purpose the Outstanding Securities of that series shall be computed as of the
record date; provided, however, that no such authorization, agreement or
consent by such Securityholders on the record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture
not later than six months after the record date.


Section 8.02 Proof of Execution
by Securityholders.


Subject to the provisions of Section 7.01, proof of
the execution of any instrument by a Securityholder (such proof will not require
notarization) or his agent or proxy and proof of the holding by any Person of
any of the Securities shall be sufficient if made in the following manner:


(a)
                               The fact and date of the execution by any
such Person of any instrument may be proved in any reasonable manner acceptable
to the Trustee.


(b)                                 The ownership of Securities shall be proved
by the Security Register of such Securities or by a certificate of the Security
Registrar thereof.


The Trustee may require such
additional proof of any matter referred to in this Section as it shall deem
necessary.


Section 8.03 Who May be Deemed
Owners.


Prior to the due presentment for registration of
transfer of any Security, the Company, the Trustee, any paying agent and any
Security Registrar may deem and treat the Person in whose name such Security
shall be registered upon the books of the Company as the absolute owner of such
Security (whether or not such Security shall be overdue and notwithstanding any
notice of ownership or writing



 32
 








thereon made by anyone other than the Security Registrar) for the
purpose of receiving payment of or on account of the principal of, premium, if
any, and (subject to Section 2.03) interest on such Security and for all other
purposes; and neither the Company nor the Trustee nor any paying agent nor any
Security Registrar shall be affected by any notice to the contrary.


Section 8.04 Certain Securities
Owned by Company Disregarded.


In determining whether the holders of the requisite
aggregate principal amount of Securities of a particular series have concurred
in any direction, consent or waiver under this Indenture, the Securities of
that series that are owned by the Company or any other obligor on the
Securities of that series or by any Person directly or indirectly controlling
or controlled by or under common control with the Company or any other obligor
on the Securities of that series shall be disregarded and deemed not to be
Outstanding for the purpose of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver, only Securities of such series that the
Trustee actually knows are so owned shall be so disregarded. The Securities so
owned that have been pledged in good faith may be regarded as Outstanding for
the purposes of this Section, if the pledgee shall establish to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not a Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Company or any such other obligor. In case of a dispute as to such right,
any decision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee.


Section 8.05 Actions Binding on
Future Securityholders.


At any time prior to (but not after) the evidencing
to the Trustee, as provided in Section 8.01, of the taking of any action by the
holders of the majority or percentage in aggregate principal amount of the
Securities of a particular series specified in this Indenture in connection
with such action, any holder of a Security of that series that is shown by the
evidence to be included in the Securities the holders of which have consented
to such action may, by filing written notice with the Trustee, and upon proof
of holding as provided in Section 8.02, revoke such action so far as concerns
such Security. Except as aforesaid any such action taken by the holder of any
Security shall be conclusive and binding upon such holder and upon all future
holders and owners of such Security, and of any Security issued in exchange
therefor, on registration of transfer thereof or in place thereof, irrespective
of whether or not any notation in regard thereto is made upon such Security.
Any action taken by the holders of the majority or percentage in aggregate
principal amount of the Securities of a particular series specified in this
Indenture in connection with such action shall be conclusively binding upon the
Company, the Trustee and the holders of all the Securities of that series.


ARTICLE IX


SUPPLEMENTAL INDENTURES


Section 9.01 Supplemental
Indentures without the Consent of Securityholders.


In addition to any supplemental indenture otherwise
authorized by this Indenture, the Company and the Trustee may from time to time
and at any time enter into an indenture or indentures supplemental hereto
(which shall conform to the provisions of the Trust Indenture Act as then in
effect), without the consent of the Securityholders, for one or more of the
following purposes:


(a)
                               to cure any ambiguity, defect, or
inconsistency herein or in the Securities of any series;



 33
 








(b)
                              to comply with Article Ten;


(c)
                               to provide for uncertificated Securities in
addition to or in place of certificated Securities;


(d)
                              to add to the covenants, restrictions,
conditions or provisions relating to the Company for the benefit of the holders
of all or any series of Securities (and if such covenants, restrictions,
conditions or provisions are to be for the benefit of less than all series of
Securities, stating that such covenants, restrictions, conditions or provisions
are expressly being included solely for the benefit of such series), to make
the occurrence, or the occurrence and the continuance, of a default in any such
additional covenants, restrictions, conditions or provisions an Event of
Default, or to surrender any right or power herein conferred upon the Company;


(e)
                               to add to, delete from, or revise the
conditions, limitations, and restrictions on the authorized amount, or purposes
of issue, authentication, and delivery of Securities, as herein set forth;


(f)
                                 to make any change that does not adversely
affect the rights of any Securityholder in any material respect;


(g)
                              to provide for the issuance of and establish
the form and terms and conditions of the Securities of any series as provided
in Section 2.01, to establish the form of any certifications required to be
furnished pursuant to the terms of this Indenture or any series of Securities,
or to add to the rights of the holders of any series of Securities;


(h)
                              to evidence and provide for the acceptance of
appointment hereunder by a successor trustee; or


(i)
                                  to comply with any requirements of the
Securities and Exchange Commission or any successor in connection with the
qualification of this Indenture under the Trust Indenture Act.


The Trustee is hereby authorized to join with the
Company in the execution of any such supplemental indenture, and to make any
further appropriate agreements and stipulations that may be therein contained,
but the Trustee shall not be obligated to enter into any such supplemental
indenture that affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise.


Any supplemental indenture authorized by the provisions
of this Section may be executed by the Company and the Trustee without the
consent of the holders of any of the Securities at the time Outstanding,
notwithstanding any of the provisions of Section 9.02.


Section 9.02 Supplemental
Indentures with Consent of Securityholders.


With the consent (evidenced as provided in Section
8.01) of the holders of not less than a majority in aggregate principal amount
of the Securities of each series affected by such supplemental indenture or
indentures at the time Outstanding, the Company, when authorized by a Board
Resolution, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect) for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying
in any manner not covered by Section 9.01



 34
 








the rights of the holders of the Securities of such series under this
Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the holders of each Security then Outstanding and
affected thereby, (a) extend the fixed maturity of any Securities of any series,
or reduce the principal amount thereof, or reduce the rate or extend the time
of payment of interest thereon, or reduce any premium payable upon the
redemption thereof or (b) reduce the aforesaid percentage of Securities, the
holders of which are required to consent to any such supplemental indenture.


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


Section 9.03 Effect of
Supplemental Indentures.


Upon the execution of any supplemental indenture
pursuant to the provisions of this Article or of Section 10.01, this Indenture
shall, with respect to such series, be and be deemed to be modified and amended
in accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Securities of the series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.


Section 9.04 Securities Affected
by Supplemental Indentures.


Securities of any series affected by a supplemental
indenture, authenticated and delivered after the execution of such supplemental
indenture pursuant to the provisions of this Article or of Section 10.01, may
bear a notation in form approved by the Company, provided such form meets the
requirements of any securities exchange upon which such series may be listed,
as to any matter provided for in such supplemental indenture. If the Company
shall so determine, new Securities of that series so modified as to conform, in
the opinion of the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Company,
authenticated by the Trustee and delivered in exchange for the Securities of
that series then Outstanding.


Section 9.05 Execution of
Supplemental Indentures.


Upon the request of the Company, accompanied by its
Board Resolutions authorizing the execution of any such supplemental indenture,
and upon the filing with the Trustee of evidence of the consent of
Securityholders required to consent thereto as aforesaid, the Trustee shall
join with the Company in the execution of such supplemental indenture unless
such supplemental indenture affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise, in which ease the Trustee may in
its discretion but shall not be obligated to enter into such supplemental
indenture. The Trustee, subject to the provisions of Section 7.01, will be
entitled to receive and will be fully protected in relying upon an Officers’
Certificate and an Opinion of Counsel stating that any supplemental indenture
executed pursuant to this Article is authorized or permitted by, and conforms
to, the terms of this Article and that it is proper for the Trustee under the
provisions of this Article to join in the execution thereof


Promptly after the execution by the Company and the
Trustee of any supplemental indenture pursuant to the provisions of this
Section, the Company shall transmit by mail, first class postage prepaid, a
notice, setting forth in general terms the substance of such supplemental
indenture, to the Securityholders of all series affected thereby as their names
and addresses appear upon the Security



 35
 








Register. Any failure of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.


ARTICLE X


SUCCESSOR ENTITY


Section 10.01 Company May
Consolidate, Etc.


Except as provided pursuant to Section 2.01 pursuant
to a Board Resolution, and set forth in an Officers’ Certificate, or
established in one or more indentures supplemental to this Indenture, nothing
contained in this Indenture shall prevent any consolidation or merger of the
Company with or into any other Person (whether or not affiliated with the
Company) or successive consolidations or mergers in which the Company or its
successor or successors shall be a party or parties, or shall prevent any sale,
conveyance, transfer or other disposition of the property of the Company or its
successor or successors as an entirety, or substantially as an entirety, to any
other corporation (whether or not affiliated with the Company or its successor
or successors) authorized to acquire and operate the same; provided, however,
the Company hereby covenants and agrees that, upon any such consolidation or
merger (in each case, if the Company is not the survivor of such transaction),
sale, conveyance, transfer or other disposition, the due and punctual payment
of the principal of (premium, if any) and interest on all of the Securities of
all series in accordance with the terms of each series, according to their
tenor, and the due and punctual performance and observance of all the covenants
and conditions of this Indenture with respect to each series or established
with respect to such series pursuant to Section 2.01 to be kept or performed by
the Company shall be expressly assumed, by supplemental indenture (which shall
conform to the provisions of the Trust Indenture Act, as then in effect)
reasonably satisfactory in form to the Trustee executed and delivered to the
Trustee by the entity formed by such consolidation, or into which the Company
shall have been merged, or by the entity which shall have acquired such
property.


Section 10.02 Successor Entity
Substituted.


(a)
                               In case of any such consolidation, merger,
sale, conveyance, transfer or other disposition and upon the assumption by the
successor entity by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the obligations set forth
under Section 10.01 on all of the Securities of all series Outstanding, such
successor entity shall succeed to and be substituted for the Company with the
same effect as if it had been named as the Company herein, and thereupon the
predecessor corporation shall be relieved of all obligations and covenants
under this Indenture and the Securities.


(b)
                              In case of any such consolidation, merger,
sale, conveyance, transfer or other disposition, such changes in phraseology
and form (but not in substance) may be made in the Securities thereafter to be
issued as may be appropriate.


(c)
                               Nothing contained in this Article shall
require any action by the Company in the case of a consolidation or merger of
any Person into the Company where the Company is the survivor of such
transaction, or the acquisition by the Company, by purchase or otherwise, of
all or any part of the property of any other Person (whether or not affiliated
with the Company).



 36
 








Section 10.03 Evidence of
Consolidation, Etc. to Trustee.


The Trustee, subject to the provisions of Section
7.01, shall receive and be entitled to rely upon an Officers’ Certificate and
an Opinion of Counsel as conclusive evidence that any such consolidation,
merger, sale, conveyance, transfer or other disposition, and any such
assumption, comply with the provisions of this Article.


ARTICLE XI


SATISFACTION AND DISCHARGE


Section 11.01 Satisfaction and
Discharge of Indenture.


If at any time: (a) the Company shall have delivered
to the Trustee for cancellation all Securities of a series theretofore
authenticated and not delivered to the Trustee for cancellation (other than any
Securities that shall have been destroyed, lost or stolen and that shall have
been replaced or paid as provided in Section 2.07 and Securities for whose
payment money or Governmental Obligations have theretofore been deposited in
trust or segregated and held in trust by the Company and thereupon repaid to
the Company or discharged from such trust, as provided in Section 11.05); or
(b) all such Securities of a particular series not theretofore delivered to the
Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Company shall deposit or cause to
be deposited with the Trustee as trust funds the entire amount in moneys or
Governmental Obligations or a combination thereof, sufficient in the opinion of
a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay at maturity or
upon redemption all Securities of that series not theretofore delivered to the
Trustee for cancellation, including principal (and premium, if any) and
interest due or to become due to such date of maturity or date fixed for
redemption, as the case may be, and if the Company shall also pay or cause to
be paid all other sums payable hereunder with respect to such series by the
Company then this Indenture shall thereupon cease to be of further effect with
respect to such series except for the provisions of Sections 2.03, 2.05, 2.07,
4.01, 4.02, 4.03 and 7.10, that shall survive until the date of maturity or
redemption date, as the case may be, and Sections 7.06 and 11.05, that shall
survive to such date and thereafter, and the Trustee, on demand of the Company
and at the cost and expense of the Company shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture with respect to
such series.


Section 11.02 Discharge of
Obligations.


If at any time all such Securities of a particular
series not heretofore delivered to the Trustee for cancellation or that have
not become due and payable as described in Section 11.01 shall have been paid
by the Company by depositing irrevocably with the Trustee as trust funds moneys
or an amount of Governmental Obligations, or a combination thereof, sufficient
in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay at maturity or upon redemption all such Securities of that
series not theretofore delivered to the Trustee for cancellation, including
principal (and premium, if any) and interest due or to become due to such date
of maturity or date fixed for redemption, as the case may be, and if the
Company shall also pay or cause to be paid all other sums payable hereunder by
the Company with respect to such series, then after the date such moneys or
Governmental Obligations, as the case may be, are deposited with the Trustee
the obligations of the Company under this Indenture with respect to such series
shall cease to be



 37
 








of further effect except for the provisions of Sections 2.03, 2.05,
2.07, 4.01, 4.02, 4.03, 7.06, 7.10 and 11.05 hereof that shall survive until
such Securities shall mature and be paid.


Thereafter, Sections 7.06 and 11.05 shall survive.


Section 11.03 Deposited Moneys to
be Held in Trust.


All moneys or Governmental Obligations deposited
with the Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and
shall be available for payment as due, either directly or through any paying
agent (including the Company acting as its own paying agent), to the holders of
the particular series of Securities for the payment or redemption of which such
moneys or Governmental Obligations have been deposited with the Trustee.


Section 11.04 Payment of Moneys
Held by Paying Agents.


In connection with the satisfaction and discharge of
this Indenture all moneys or Governmental Obligations then held by any paying
agent under the provisions of this Indenture shall, upon demand of the Company,
be paid to the Trustee and thereupon such paying agent shall be released from
all further liability with respect to such moneys or Governmental Obligations.


Section 11.05 Repayment to
Company.


Subject to any applicable abandoned property laws
any moneys or Governmental Obligations deposited with any paying agent or the
Trustee, or then held by the Company, in trust for payment of principal of or
premium, if any, or interest on the Securities of a particular series that are
not applied but remain unclaimed by the holders of such Securities for at least
two years after the date upon which the principal of (and premium, if any) or
interest on such Securities shall have respectively become due and payable, or
such other shorter period set forth in applicable escheat or abandoned or
unclaimed property law, shall be repaid to the Company upon the Company’s
written request or (if then held by the Company) shall be discharged from such
trust; and thereupon the paying agent and the Trustee shall be released from
all further liability with respect to such moneys or Governmental Obligations,
and the holder of any of the Securities entitled to receive such payment shall
thereafter, as a general creditor, look only to the Company for the payment
thereof


ARTICLE XII


IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


Section 12.01 No Recourse.


No recourse under or upon any obligation, covenant
or agreement of this Indenture, or of any Security, or for any claim based
thereon or otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, past, present or future as such, of the
Company or of any predecessor or successor corporation, either directly or
through the Company or any such predecessor or successor corporation, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate
obligations, and that no such personal liability whatever shall attach to, or
is or shall be incurred by, the incorporators, stockholders, officers or directors
as such, of the Company or of any predecessor or successor corporation, or any
of them, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements



 38
 








contained in this Indenture or in any of the Securities or implied
therefrom; and that any and all such personal liability of every name and
nature, either at common law or in equity or by constitution or statute, of,
and any and all such rights and claims against, every such incorporator,
stockholder, officer or director as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom, are hereby expressly waived and released as a condition
of, and as a consideration for, the execution of this Indenture and the
issuance of such Securities.


ARTICLE XIII


MISCELLANEOUS PROVISIONS


Section 13.01 Effect on
Successors and Assigns.


All the covenants, stipulations, promises and agreements in this
Indenture made by or on behalf of the Company shall bind its successors and
assigns, whether so expressed or not.


Section 13.02 Actions by
Successor.


Any act or proceeding by any provision of this
Indenture authorized or required to be done or performed by any board,
committee or officer of the Company shall and may be done and performed with
like force and effect by the corresponding board, committee or officer of any
corporation that shall at the time be the lawful successor of the Company.


Section 13.03 Surrender of
Company Powers.


The Company by instrument in writing executed by
authority of its Board of Directors and delivered to the Trustee may surrender
any of the powers reserved to the Company, and thereupon such power so
surrendered shall terminate both as to the Company and as to any successor
corporation.


Section 13.04 Notices.


Except as otherwise expressly provided herein, any
notice, request or demand that by any provision of this Indenture is required
or permitted to be given, made or served by the Trustee or by the holders of
Securities or by any other Person pursuant to this Indenture to or on the
Company may be given or served by being deposited in first class mail, postage
prepaid, addressed (until another address is filed in writing by the Company
with the Trustee), as follows:  501
Kansas Avenue, Kansas City, Kansas 66105. 
Any notice, election, request or demand by the Company or any
Securityholder or by any other Person pursuant to this Indenture to or upon the
Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if given or made in writing at the Corporate Trust Office of the
Trustee.


Section 13.05 Governing Law.


This Indenture and each Security shall be deemed to
be a contract made under the internal laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of said State,
except to the extent that the Trust Indenture Act is applicable.



 39
 








Section 13.06 Treatment of
Securities as Debt.


It is intended that the Securities will be treated
as indebtedness and not as equity for federal income tax purposes. The
provisions of this Indenture shall be interpreted to further this intention.


Section 13.07 Certificates and
Opinions as to Conditions Precedent.


(a)
                               Upon any application or demand by the Company
to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers’ Certificate
stating that all conditions precedent provided for in this Indenture (other
than the certificate to be delivered pursuant to Section 13.12) relating to the
proposed action have been complied with and an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent have been complied
with, except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.


(b)                                 Each certificate or opinion provided for in
this Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant in this Indenture shall include (i) a statement that the
Person making such certificate or opinion has read such covenant or condition;
(ii) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based; (iii) a statement that, in the opinion of
such Person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and (iv) a statement as to whether or not, in
the opinion of such Person, such condition or covenant has been complied with.


Section 13.08 Payments on
Business Days.


Except as provided pursuant to Section 2.01 pursuant
to a Board Resolution, and set forth in an Officers’ Certificate, or
established in one or more indentures supplemental to this Indenture, in any
case where the date of maturity of interest or principal of any Security or the
date of redemption of any Security shall not be a Business Day, then payment of
interest or principal (and premium, if any) may be made on the next succeeding
Business Day with the same force and effect as if made on the nominal date of
maturity or redemption, and no interest shall accrue for the period after such
nominal date.


Section 13.09 Conflict with Trust
Indenture Act.


If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by Sections
310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall
control.


Section 13.10 Counterparts.


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


Section 13.11 Separability.


In case any one or more of the provisions contained
in this Indenture or in the Securities of any series shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Indenture or of such Securities,



 40
 








but this Indenture and such Securities shall be construed as if such
invalid or illegal or unenforceable provision had never been contained herein
or therein.


Section 13.12 Compliance
Certificates.


The Company shall deliver to the Trustee, within 120
days after the end of each fiscal year during which any Securities of any
series were outstanding, a compliance certificate stating whether or not the
signer knows of any Default or Event of Default that occurred during such
fiscal year. Such certificate shall contain a certification from the principal
executive officer, principal financial officer or principal accounting officer
of the Company that a review has been conducted of the activities of the
Company and the Company’s performance under this Indenture and that the Company
has complied with all conditions and covenants under this Indenture. For
purposes of this Section 13.12, such compliance shall be determined without
regard to any period of grace or requirement of notice provided under this
Indenture. If the officer of the Company signing such certificate has knowledge
of such a Default or Event of Default, the certificate shall describe any such
Default or Event of Default and its status.


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


	
  

  	
  EPIQ SYSTEMS, INC.

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Elizabeth M. Braham

  
	
   

  	
  Title:

  	
   

  	
  Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, N.A., AS TRUSTEE

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  




 41
 








CROSS-REFERENCE TABLE (1)


	
  Section of Trust Indenture Act of 1939, as
  Amended

  	
   

  	
  Section of Indenture

  
	
  310(a)

  	
   

  	
   

  	
  7.09

  
	
  310(b)

  	
   

  	
   

  	
  7.08

  
	
   

  	
   

  	
   

  	
  7.10

  
	
  310(c)

  	
   

  	
   

  	
  Inapplicable

  
	
  311(a)

  	
   

  	
   

  	
  7.13

  
	
  311(b)

  	
   

  	
   

  	
  7.13

  
	
  311(c)

  	
   

  	
   

  	
  Inapplicable

  
	
  312(a)

  	
   

  	
   

  	
  5.01

  
	
  5.02(a)

  	
   

  	
   

  	
   

  
	
  312(b)

  	
   

  	
   

  	
  5.02(c)

  
	
  312(c)

  	
   

  	
   

  	
  5.02(c)

  
	
  313(a)

  	
   

  	
   

  	
  5.04(a)

  
	
  313(b)

  	
   

  	
   

  	
  5.04(b)

  
	
  313(c)

  	
   

  	
   

  	
  5.04(a)

  
	
   

  	
   

  	
   

  	
  5.04(b)

  
	
  313(d)

  	
   

  	
   

  	
  5.04(c)

  
	
  314(a)

  	
   

  	
   

  	
  5.03

  
	
   

  	
   

  	
   

  	
  13.12

  
	
  314(b)

  	
   

  	
   

  	
  Inapplicable

  
	
  314(c)

  	
   

  	
   

  	
  13.07(a)

  
	
  314(d)

  	
   

  	
   

  	
  Inapplicable

  
	
  314(e)

  	
   

  	
   

  	
  13.07(b)

  
	
  314(f)

  	
   

  	
   

  	
  Inapplicable

  
	
  315(a)

  	
   

  	
   

  	
  7.01(a)

  
	
   

  	
   

  	
   

  	
  7.01(b)

  
	
  315(b)

  	
   

  	
   

  	
  7.14

  
	
  315(c)

  	
   

  	
   

  	
  7.01

  
	
  315(d)

  	
   

  	
   

  	
  7.01(b)

  
	
  315(e)

  	
   

  	
   

  	
  6.07

  
	
  316(a)

  	
   

  	
   

  	
  6.06

  
	
   

  	
   

  	
   

  	
  8.04

  
	
  316(b)

  	
   

  	
   

  	
  6.04

  
	
  316(c)

  	
   

  	
   

  	
  8.01

  
	
  317(a)

  	
   

  	
   

  	
  6.02

  
	
  317(b)

  	
   

  	
   

  	
  4.03

  
	
  318(a)

  	
   

  	
   

  	
  13.09

  



 






(1)           This
Cross-Reference Table does not constitute part of the Indenture and shall not
have any bearing on the interpretation of any of its terms or provisions.



 42