Exhibit
4.4


EPIQ
SYSTEMS, INC.,

Issuer


AND


WELLS
FARGO BANK, N.A.,

Trustee


INDENTURE


Dated as
of
              
      , 2007


Subordinated
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.

  	
  12

  
	
   

  	
  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.

  	
  18

  
	
   

  	
  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.

  	
  21

  
	
   

  	
  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

  
	
   

  	
  Section 7.02

  	
  Certain Rights of Trustee.

  	
  26

  
	
   

  	
  Section 7.03

  	
  Trustee Not Responsible for Recitals or Issuance or
  Securities.

  	
  27

  



 



 i
 








 


	
  

  	
  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.

  	
  29

  
	
   

  	
  Section 7.09

  	
  Corporate Trustee Required; Eligibility.

  	
  29

  
	
   

  	
  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.

  	
  32

  
	
   

  	
  Section 7.13

  	
  Preferential Collection of Claims Against the
  Company.

  	
  32

  
	
   

  	
  Section 7.14

  	
  Notice of Default

  	
  32

  
	
  ARTICLE VIII

  	
  CONCERNING THE SECURITYHOLDERS

  	
   

  
	
   

  	
  Section 8.01

  	
  Evidence of Action by Securityholders.

  	
  32

  
	
   

  	
  Section 8.02

  	
  Proof of Execution by Securityholders.

  	
  33

  
	
   

  	
  Section 8.03

  	
  Who May be Deemed Owners.

  	
  33

  
	
   

  	
  Section 8.04

  	
  Certain Securities Owned by Company Disregarded.

  	
  33

  
	
   

  	
  Section 8.05

  	
  Actions Binding on Future Securityholders.

  	
  34

  
	
  ARTICLE IX

  	
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
  Section 9.01

  	
  Supplemental Indentures Without the Consent of
  Securityholders.

  	
  34

  
	
   

  	
  Section 9.02

  	
  Supplemental Indentures With Consent of
  Securityholders.

  	
  35

  
	
   

  	
  Section 9.03

  	
  Effect of Supplemental Indentures.

  	
  35

  
	
   

  	
  Section 9.04

  	
  Securities Affected by Supplemental Indentures.

  	
  36

  
	
   

  	
  Section 9.05

  	
  Execution of Supplemental Indentures.

  	
  36

  
	
  ARTICLE X

  	
  SUCCESSOR ENTITY

  	
   

  
	
   

  	
  Section 10.01

  	
  Company May Consolidate, Etc.

  	
  36

  
	
   

  	
  Section 10.02

  	
  Successor Entity Substituted.

  	
  37

  
	
   

  	
  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.

  	
  38

  
	
   

  	
  Section 11.03

  	
  Deposited Moneys to be Held in Trust.

  	
  38

  
	
   

  	
  Section 11.04

  	
  Payment of Moneys Held by Paying Agents.

  	
  38

  
	
   

  	
  Section 11.05

  	
  Repayment to Company.

  	
  39

  
	
  ARTICLE XII

  	
  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
  AND DIRECTORS

  	
   

  
	
   

  	
  Section 12.01

  	
  No Recourse.

  	
  39

  
	
  ARTICLE XIII

  	
  MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
  Section 13.01

  	
  Effect on Successors and Assigns.

  	
  39

  
	
   

  	
  Section 13.02

  	
  Actions by Successor.

  	
  40

  
	
   

  	
  Section 13.03

  	
  Surrender of Company Powers.

  	
  40

  
	
   

  	
  Section 13.04

  	
  Notices.

  	
  40

  
	
   

  	
  Section 13.05

  	
  Governing Law.

  	
  40

  
	
   

  	
  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.

  	
  41

  
	
   

  	
  Section 13.09

  	
  Conflict with Trust Indenture Act.

  	
  41

  
	
   

  	
  Section 13.10

  	
  Counterparts.

  	
  41

  
	
   

  	
  Section 13.11

  	
  Separability.

  	
  41

  
	
   

  	
  Section 13.12

  	
  Compliance Certificates.

  	
  41

  
	
  ARTICLE XIV

  	
  SUBORDINATION OF SECURITIES

  	
   

  
	
   

  	
  Section 14.01

  	
  Subordination Terms.

  	
  42

  



 


Subordinated Indenture



 ii
 








 


	
  

  	
  Section 14.02

  	
  Authorization to Effect Subordination.

  	
  42

  



 






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



 2
 








“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.


“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



 3
 








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, NA., 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:


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



 4
 








(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 required by



 5
 








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;


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


(19)                          the subordination terms of the
Securities of the series.



 6
 








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 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)(16), 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:



 7
 








(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 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.



 8
 








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 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.



 9
 








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 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



 10














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 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 (and, with respect to the provisions of Article Fourteen, the
holders of any indebtedness of the Company to which the Securities of any
series are subordinated) 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 (and,
with respect to the provisions of Article Fourteen, the holders of any
indebtedness of the Company to which the Securities of any series are
subordinated).



 11
 








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 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



 12
 








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 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



 13
 








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
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



 14
 








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 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’



 15
 








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.


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.



 16
 








(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 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.



 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.


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 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.



 18
 








(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.


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;



 19
 








(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 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.



 20














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 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



 21
 








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.


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
all indebtedness of the Company to which such series of Securities is
subordinated to the extent required by Section 7.06 and Article Fourteen;
THIRD: 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 FOURTH: 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



 22
 








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 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



 23
 








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(e)). 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.


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



 24
 








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 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.



 25
 








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 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



 26
 








(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)(l) 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.


(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 in writing 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



 27
 








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 indebtedness of the Company to which the Securities
are subordinated. 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 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



 28
 








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
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.



 29
 








(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.


(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.



 30














(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.


(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



 31
 








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.


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



 32
 








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 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



 33
 








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;


(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;



 34
 








(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 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



 35
 








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
case 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 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



 36
 








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).


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



 37
 








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 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.



 38
 








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 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.



 39
 








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.


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



 40
 








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, 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.



 41
 








ARTICLE XIV


SUBORDINATION
OF SECURITIES


Section 14.01 Subordination Terms.


The payment by the
Company of the principal of, premium, if any, and interest on any series of
securities issued hereunder shall be subordinated to the extent set forth in an
indenture supplemental hereto relating to such Securities.


Section 14.02 Authorization to Effect
Subordination.


Each Securityholder
of a Security by his acceptance thereof authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to
effectuate, as between the holders of senior debt and the Securityholders, the
subordination as provided in this Article Fourteen and as set forth in any
indenture supplemental hereto, and appoints the Trustee his attorney-in-fact
for any and all such purposes.


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:

  	
   

  	
   

  




 42
 








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.



 43