exhibit4_4.htm


    EXHIBIT 4.4

       

      Table of
Contents


      
        
          	
                  ARTICLE
      1 DEFINITIONS AND INCORPORATION BY REFERENCE

                	
                  3

                
	
                  1.1  DEFINITIONS.

                	
                  3

                
	
                  1.2  OTHER
      DEFINITIONS.

                	
                  6

                
	
                  1.3  INCORPORATION
      BY REFERENCE OF TRUST INDENTURE ACT.

                	
                  6

                
	
                  1.4  RULES
      OF CONSTRUCTION.

                	
                  7

                
	
                  ARTICLE
      2 THE SECURITIES

                	
                  7

                
	
                  2.1  ISSUABLE
      SERIES.

                	
                  7

                
	
                  2.2  ESTABLISHMENT
      OF TERMS OF SERIES OF SECURITIES.

                	
                  7

                
	
                  2.3  EXECUTION
      AND AUTHENTICATION.

                	
                  9

                
	
                  2.4  REGISTRAR
      AND PAYING AGENT.

                	
                  10

                
	
                  2.5  PAYING
      AGENT TO HOLD ASSETS IN TRUST.

                	
                  10

                
	
                  2.6  SECURITYHOLDER
      LISTS.

                	
                  11

                
	
                  2.7  TRANSFER
      AND EXCHANGE.

                	
                  11

                
	
                  2.8  REPLACEMENT
      SECURITIES.

                	
                  11

                
	
                  2.9  OUTSTANDING
      SECURITIES.

                	
                  11

                
	
                  2.10  WHEN
      TREASURY SECURITIES DISREGARDED; DETERMINATION OF HOLDERS’
      ACTION.

                	
                  12

                
	
                  2.11  TEMPORARY
      SECURITIES.

                	
                  12

                
	
                  2.12  CANCELLATION.

                	
                  12

                
	
                  2.13  PAYMENT
      OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF INTEREST.

                	
                  12

                
	
                  2.14  CUSIP
      NUMBER.

                	
                  13

                
	
                  2.15  PROVISIONS
      FOR GLOBAL SECURITIES.

                	
                  13

                
	
                  2.16  PERSONS
      DEEMED OWNERS.

                	
                  14

                
	
                  ARTICLE
      3 REDEMPTION

                	
                  14

                
	
                  3.1  NOTICE
      TO TRUSTEE

                	
                  14

                
	
                  3.2  SELECTION
      BY TRUSTEE OF SECURITIES TO BE REDEEMED.

                	
                  14

                
	
                  3.3  NOTICE
      OF REDEMPTION.

                	
                  14

                
	
                  3.4  EFFECT
      OF NOTICE OF REDEMPTION.

                	
                  15

                
	
                  3.5  DEPOSIT
      OF REDEMPTION PRICE.

                	
                  15

                
	
                  3.6  SECURITIES
      REDEEMED IN PART.

                	
                  16

                
	
                  ARTICLE
      4 COVENANTS

                	
                  16

                
	
                  4.1  PAYMENT
      OF SECURITIES

                	
                  16

                
	
                  4.2  SEC
      REPORTS.

                	
                  16

                
	
                  4.3  WAIVER
      OF STAY, EXTENSION OR USURY LAWS.

                	
                  16

                
	
                  4.4  COMPLIANCE
      CERTIFICATE.

                	
                  16

                
	
                  4.5  CORPORATE
      EXISTENCE.

                	
                  17

                
	
                  ARTICLE
      5 SUCCESSOR CORPORATION

                	
                  17

                
	
                  5.1  LIMITATION
      ON CONSOLIDATION, MERGER AND SALE OF ASSETS.

                	
                  17

                
	
                  5.2  SUCCESSOR
      PERSON SUBSTITUTED.

                	
                  17

                
	
                  ARTICLE
      6 DEFAULTS AND REMEDIES

                	
                  18

                
	
                  6.1  EVENTS
      OF DEFAULT.

                	
                  18

                
	
                  6.2  ACCELERATION.

                	
                  19

                
	
                  6.3  REMEDIES.

                	
                  19

                
	
                  6.4  WAIVER
      OF PAST DEFAULTS AND EVENTS OF DEFAULT.

                	
                  19

                
	
                  6.5  CONTROL
      BY MAJORITY.

                	
                  19

                
	
                  6.6  LIMITATION
      ON SUITS.

                	
                  19

                
	
                  6.7  RIGHTS
      OF HOLDERS TO RECEIVE PAYMENT.

                	
                  20

                
	
                  6.8  COLLECTION
      SUIT BY TRUSTEE.

                	
                  20

                
	
                  6.9  TRUSTEE
      MAY FILE PROOFS OF CLAIM.

                	
                  20

                
	
                  6.10  PRIORITIES.

                	
                  21

                
	
                  6.11  UNDERTAKING
      FOR COSTS.

                	
                  21

                
	
                  ARTICLE
      7 TRUSTEE

                	
                  21

                
	
                  7.1  DUTIES
      OF TRUSTEE

                	
                  21

                
	
                  7.2  RIGHTS
      OF TRUSTEE.

                	
                  22

                
	
                  7.3  INDIVIDUAL
      RIGHTS OF TRUSTEE.

                	
                  23

                
	
                  7.4  TRUSTEE’S
      DISCLAIMER.

                	
                  23

                
	
                  7.5  NOTICE
      OF DEFAULT.

                	
                  23

                
	
                  7.6  REPORTS
      BY TRUSTEE TO HOLDERS.

                	
                  23

                
	
                  7.7  COMPENSATION
      AND INDEMNITY.

                	
                  23

                
	
                  7.8  REPLACEMENT
      OF TRUSTEE.

                	
                  24

                
	
                  7.9  SUCCESSOR
      TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION.

                	
                  24

                
	
                  7.10  ELIGIBILITY;
      DISQUALIFICATION.

                	
                  24

                
	
                  7.11  PREFERENTIAL
      COLLECTION OF CLAIMS AGAINST COMPANY.

                	
                  25

                
	
                  7.12  PAYING
      AGENTS.

                	
                  25

                
	
                  ARTICLE
      8 AMENDMENTS, SUPPLEMENTS AND WAIVERS

                	
                  25

                
	
                  8.1  WITHOUT
      CONSENT OF HOLDERS.

                	
                  25

                
	
                  8.2  WITH
      CONSENT OF HOLDERS.

                	
                  26

                
	
                  8.3  COMPLIANCE
      WITH TRUST INDENTURE ACT.

                	
                  27

                
	
                  8.4  REVOCATION
      AND EFFECT OF CONSENTS.

                	
                  27

                
	
                  8.5  NOTATION
      ON OR EXCHANGE OF SECURITIES.

                	
                  27

                
	
                  8.6  TRUSTEE
      TO SIGN AMENDMENTS, ETC.

                	
                  27

                
	
                  ARTICLE
      9 DISCHARGE OF INDENTURE; DEFEASANCE

                	
                  27

                
	
                  9.1  DISCHARGE
      OF INDENTURE.

                	
                  27

                
	
                  9.2  LEGAL
      DEFEASANCE.

                	
                  28

                
	
                  9.3  COVENANT
      DEFEASANCE.

                	
                  28

                
	
                  9.4  CONDITIONS
      TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

                	
                  28

                
	
                  9.5  DEPOSITED
      MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST;
      OTHER MISCELLANEOUS PROVISIONS.

                	
                  29

                
	
                  9.6  REINSTATEMENT.

                	
                  30

                
	
                  9.7  MONEYS
      HELD BY PAYING AGENT.

                	
                  30

                
	
                  9.8  MONEYS
      HELD BY TRUSTEE.

                	
                  30

                
	
                  ARTICLE
      10 MISCELLANEOUS

                	
                  30

                
	
                  10.1  TRUST
      INDENTURE ACT CONTROLS.

                	
                  30

                
	
                  10.2  NOTICES.

                	
                  30

                
	
                  10.3  COMMUNICATIONS
      BY HOLDERS WITH OTHER HOLDERS.

                	
                  31

                
	
                  10.4  CERTIFICATE
      AND OPINION AS TO CONDITIONS PRECEDENT.

                	
                  32

                
	
                  10.5  STATEMENT
      REQUIRED IN CERTIFICATE AND OPINION.

                	
                  32

                
	
                  10.6  RULES
      BY TRUSTEE AND AGENTS.

                	
                  32

                
	
                  10.7  BUSINESS
      DAYS; LEGAL HOLIDAYS; PLACE OF PAYMENT.

                	
                  32

                
	
                  10.8  GOVERNING
      LAW.

                	
                  32

                
	
                  10.9  NO
      ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

                	
                  32

                
	
                  10.10  NO
      RECOURSE AGAINST OTHERS.

                	
                  33

                
	
                  10.11  SUCCESSORS.

                	
                  33

                
	
                  10.12  MULTIPLE
      COUNTERPARTS.

                	
                  33

                
	
                  10.13  TABLE
      OF CONTENTS, HEADINGS, ETC.

                	
                  33

                
	
                  10.14  SEVERABILITY.

                	
                  33

                
	
                  10.15  SECURITIES
      IN A FOREIGN CURRENCY OR IN EUROS.

                	
                  33

                
	
                  10.16  JUDGMENT
      CURRENCY.

                	
                  34

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

       

      READING
INTERNATIONAL, INC.

       

      and

       

      __________________________,
as Trustee

      


       INDENTURE

       

      Dated as
of ,

       

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      CROSS-REFERENCE
TABLE

      
        	
                 

              	
                 

              	
                 

              	 
      
	
                TIA
      SECTION

              	
                 

              	
                INDENTURE
      SECTION

              	 
      
	
                310(a)(1)(2)(5)

              	
                 

              	
                7.10

              	 
      
	
                310(a)(3)(4)

              	
                 

              	
                Inapplicable

              	 
      
	
                310(b)

              	
                 

              	
                7.8;
      7.10

              	 
      
	
                310(c)

              	
                 

              	
                Inapplicable

              	 
      
	
                 

              	
                 

              	
                 

              	 
      
	
                311(a)(b)

              	
                 

              	
                7.11

              	 
      
	
                311(c)

              	
                 

              	
                Inapplicable

              	 
      
	
                 

              	
                 

              	
                 

              	 
      
	
                312(a)

              	
                 

              	
                2.6

              	 
      
	
                312(b)(c)

              	
                 

              	
                10.3

              	 
      
	
                 

              	
                 

              	
                 

              	 
      
	
                313(a)(b)

              	
                 

              	
                7.6

              	 
      
	
                313(c)

              	
                 

              	
                7.6;
      10.2

              	 
      
	
                313(d)

              	
                 

              	
                7.6

              	 
      
	
                 

              	
                 

              	
                 

              	 
      
	
                314(a)

              	
                 

              	
                4.2;
      4.4; 10.2

              	 
      
	
                314(b)

              	
                 

              	
                N/A

              	 
      
	
                314(c)(1)(2)

              	
                 

              	
                10.4;
      10.5

              	 
      
	
                314(c)(3)

              	
                 

              	
                Inapplicable

              	 
      
	
                314(d)

              	
                 

              	
                Inapplicable

              	 
      
	
                314(e)

              	
                 

              	
                10.5

              	 
      
	
                314(f)

              	
                 

              	
                Inapplicable

              	 
      
	
                 

              	
                 

              	
                 

              	 
      
	
                315(a)

              	
                 

              	
                7.1,
      7.2

              	 
      
	
                315(b)

              	
                 

              	
                7.5;
      10.2

              	 
      
	
                315(c)

              	
                 

              	
                7.1

              	 
      
	
                315(d)

              	
                 

              	
                7.1;
      7.2

              	 
      
	
                315(e)

              	
                 

              	
                6.11

              	 
      
	
                 

              	
                 

              	
                 

              	 
      
	
                316(a)(last
      sentence)

              	
                 

              	
                2.10

              	 
      
	
                316(a)(1)(A)

              	
                 

              	
                6.5

              	 
      
	
                316(a)(1)(B)

              	
                 

              	
                6.4

              	 
      
	
                316(a)(2)

              	
                 

              	
                8.2

              	 
      
	
                316(b)

              	
                 

              	
                6.7

              	 
      
	
                316(c)

              	
                 

              	
                8.4

              	 
      
	
                 

              	
                 

              	
                 

              	 
      
	
                317(a)(1)

              	
                 

              	
                6.8

              	 
      
	
                317(a)(2)

              	
                 

              	
                6.9

              	 
      
	
                317(b)

              	
                 

              	
                2.5;
      7.12

              	 
      
	
                318(a)

              	
                 

              	
                10.1

              	 
      
	 
      	 
      	
                 

              	
                 

              
	 
      	
                Note:

              	
                 

              	
                This
      Cross-Reference Table shall not, for any purpose, be deemed to be a part
      of the Indenture.

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      INDENTURE,
dated as of __________________, ___________, by and between Reading
International, Inc., a Nevada corporation, as Issuer (the “Company”) and
________________________, a _______________ organized under the laws of
___________________, as Trustee (the “Trustee”).

       

      RECITALS
OF THE COMPANY

       

      The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its debentures, notes or other
evidences of indebtedness to be issued in one or more series (the “Securities”),
as herein provided, up to such principal amount as may from time to time be
authorized in or pursuant to one or more resolutions of the Board of Directors
or by supplemental indenture.

       

      All
things necessary to make this Indenture a valid agreement of the Company in
accordance with its terms have been done, and the execution and delivery thereof
have been in all respects duly authorized by the parties hereto.

       

      NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

       

      For and
in consideration of the premises and the purchase of the Securities by the
Holders thereof, it is mutually agreed, for the equal and proportionate benefit
of all Holders of the Securities of a Series thereof, as follows:

       

      ARTICLE
1

       

      


       

      DEFINITIONS
AND INCORPORATION BY REFERENCE

       

      1.1           DEFINITIONS.

       

      “Affiliate”
of any specified Person means any other Person which, directly or indirectly
through one or more intermediaries, controls, or is controlled by or is under
common control with, such specified Person.  For the purposes of this
definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with
respect to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by agreement or
otherwise.

       

      “Agent”
means any Registrar, Paying Agent, co-registrar or agent for service of notices
and demands.

       

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

       

      “Board
Resolution” means a copy of a resolution certified pursuant to an Officers’
Certificate to have been duly adopted by the Board of Directors of the Company
and to be in full force and effect on the date of such certification which has
been delivered to the Trustee.

       

      “Capital
Stock” means, with respect to any Person, any and all shares or other
equivalents (however designated) of capital stock, partnership interests or any
other participation, right or other interest in the nature of an equity interest
in such Person or any option, warrant or other security convertible into any of
the foregoing.

       

      “Company”
means the party named as such in the first paragraph of this Indenture until a
successor replaces such party pursuant to Article 5 of this Indenture, and
thereafter means the successor and any other primary obligor on the
Securities.

       

      “Company
Order” means a written order signed in the name of the Company by two Officers,
one of whom must be its Chief Executive Officer or its Chief Financial
Officer.

       

      “Company
Request” means any written request signed in the name of the Company by its
Chief Executive Officer, its President, any Vice President, its Chief Financial
Officer or its Treasurer and attested to by its Secretary or any Assistant
Secretary.

       

      “Corporate
Trust Office” means the office of the Trustee at which at any particular time
its corporate trust business shall be principally administered.

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      “Default”
means any event that is, or that with the passing of time or giving of notice or
both would be, an Event of Default.

       

      “Depository”
means, with respect to the Securities of any Series issuable or issued in whole
or in part in the form of one or more Global Securities, the Person designated
as Depository for such Series by the Company, which Depository shall be a
clearing agency registered under the Exchange Act, until a successor Depository
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter “Depository” shall mean each Person who is then a Depository
hereunder, and if at any time there is more than one such Person, such
Persons.

       

      “Dollars”
means the currency of the United States of America.

       

      “Euro”
means the single currency of participating member states of the economic and
monetary union as contemplated in the Treaty on European Union.

       

      “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

       

      “Foreign
Currency” means any currency or currency unit issued by a government other than
the government of the United States of America.

       

      “Foreign
Government Obligations” means, with respect to Securities that are denominated
in a Foreign Currency, (i) direct obligations of the government that issued or
caused to be issued such currency for the payment of which obligations its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by, or acting as an agency or instrumentality of, such government,
the timely payment of which is unconditionally guaranteed as a full faith and
credit obligation by such government, which, in either case under clauses (i)
and (ii), are not callable or redeemable at the option of the issuer
thereof.

       

      “GAAP”
means generally accepted accounting principles consistently applied as in effect
in the United States of America from time to time.

       

      “Global
Security” or “Global Securities” means a Security or Securities, as the case may
be, in the form established pursuant to Section 2.2, evidencing all or part of a
Series of Securities issued to the Depository for such Series or its nominee,
and registered in the name of such Depository or nominee, and bearing the legend
set forth in Section 2.15(c) (or such other legend(s) as may be applied to such
Securities in accordance with Section 2.2(24)).

       

      “Holder”
or “Securityholder” means the Person in whose name a Security is registered on
the Registrar’s books.

       

      “Indebtedness”
means (without duplication), with respect to any Person, any indebtedness at any
time outstanding, secured or unsecured, contingent or otherwise, which is for
borrowed money (whether or not the recourse of the lender is to the whole of the
assets of such Person or only to a portion thereof), or evidenced by bonds,
notes, debentures or similar instruments, or representing the balance deferred
and unpaid of the purchase price of any property (excluding any balances that
constitute accounts payable or trade payables, and other accrued liabilities
arising in the ordinary course of business), if and to the extent any of the
foregoing indebtedness would appear as a liability upon a balance sheet of such
Person prepared in accordance with GAAP.

       

      “Indenture”
means this Indenture as amended, restated or supplemented from time to
time.

       

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

       

      “Lien”
means, with respect to any property or assets of any Person, any mortgage or
deed of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement, encumbrance, preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
on or with respect to such property or assets (including, without limitation,
any capitalized lease obligation, conditional sales or other title retention
agreement having substantially the same economic effect as any of the
foregoing).

       

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

       

      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      “Officer”
means the Chief Executive Officer, the President, any Vice President, the Chief
Financial Officer, the Treasurer or the Secretary of the Company, or any other
officer designated by the Board of Directors, as the case may be.

       

      “Officers’
Certificate” means, with respect to any Person, a certificate signed by the
Chairman, Chief Executive Officer, President or any Senior or Executive Vice
President and the Chief Financial Officer or any Treasurer of such Person, that
shall comply with applicable provisions of this Indenture.

       

      “Opinion
of Counsel” means a written opinion from legal counsel, which counsel is
reasonably acceptable to the Trustee.  The counsel may be an employee
of or counsel to the Company.

       

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

       

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

       

      “Responsible
Officer,” when used with respect to the Trustee, means any officer within the
corporate trust department or division of the Trustee (or any successor group of
the Trustee) or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers,
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

       

      “SEC”
means the United States Securities and Exchange Commission as constituted from
time to time, or any successor performing substantially the same
functions.

       

      “Securities”
means the securities that are issued under this Indenture, as amended or
supplemented from time to time pursuant to this Indenture.

       

      “Securities
Act” means the Securities Act of 1933, as amended.

       

      “Series”
or “Series of Securities” means each series of debentures, notes or other debt
instruments of the Company created pursuant to Sections 2.1 and
2.2.

       

      “Significant
Subsidiary” means (i) any direct or indirect Subsidiary of the Company that
would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of
Regulation S-X, promulgated pursuant to the Securities Act, as such regulation
is in effect on the date hereof, or (ii) any group of direct or indirect
Subsidiaries of the Company that, taken together as a group, would be a
“significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such regulation is in effect on
the date hereof.

       

      “Stated
Maturity,” when used with respect to any Security or any installment of
principal thereof or interest thereon, means the date specified in such Security
as the fixed date on which the principal of such Security, or such installment
of principal or interest, is due and payable, and when used with respect to any
other Indebtedness, means the date specified in the instrument governing such
Indebtedness as the fixed date on which the principal of such Indebtedness, or
any installment of interest thereon, is due and payable.

       

      “Subsidiary”
of any specified Person means any corporation, limited liability company,
partnership, joint venture, association or other business entity, whether now
existing or hereafter organized or acquired, (i) in the case of a corporation,
of which more than 50% of the total voting power of the Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors thereof is held, directly or indirectly, by such Person or any of its
Subsidiaries; or (ii) in the case of a partnership, joint venture, association
or other business entity, with respect to which such Person or any of its
Subsidiaries has the power to direct or cause the direction of the management
and policies of such entity by contract or otherwise, or if in accordance with
GAAP such entity is consolidated with such Person for financial statement
purposes.

       

      “TIA”
means the Trust Indenture Act of 1939 (15 U.S. Code Section 77aaa-77bbbb) as in
effect on the date of this Indenture (except as provided in Section
8.3).

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      “Trustee”
means the party named as such in this Indenture until a successor replaces it
pursuant to this Indenture, and thereafter means the successor, and if at any
time there is more than one such Person, “Trustee” as used with respect to the
Securities of any Series shall mean the Trustee with respect to Securities of
that Series.

       

      “U.S.
Government Obligations” means direct non-callable obligations of, or
non-callable obligations guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the United
States of America is pledged.

       

      1.2           OTHER
DEFINITIONS.

       

      The
definitions of the following terms may be found in the sections indicated as
follows:

       

      
        	
                TERM

              	
                 

              	
                DEFINED
      IN SECTION

              
	
                “Bankruptcy
      Law”

              	
                 

              	
                6.1

              
	
                 

              	
                 

              	
                 

              
	
                “Business
      Day”

              	
                 

              	
                10.7

              
	
                 

              	
                 

              	
                 

              
	
                “Covenant
      Defeasance”

              	
                 

              	
                9.3

              
	
                 

              	
                 

              	
                 

              
	
                “Custodian”

              	
                 

              	
                6.1

              
	
                 

              	
                 

              	
                 

              
	
                “Event
      of Default”

              	
                 

              	
                6.1

              
	
                 

              	
                 

              	
                 

              
	
                “Journal”

              	
                 

              	
                10.15

              
	
                 

              	
                 

              	
                 

              
	
                “Judgment
      Currency”

              	
                 

              	
                10.16

              
	
                 

              	
                 

              	
                 

              
	
                “Legal
      Defeasance”

              	
                 

              	
                9.2

              
	
                 

              	
                 

              	
                 

              
	
                “Legal
      Holiday”

              	
                 

              	
                10.7

              
	
                 

              	
                 

              	
                 

              
	
                “Market
      Exchange Rate”

              	
                 

              	
                10.15

              
	
                 

              	
                 

              	
                 

              
	
                “New
      York Paying Agent”

              	
                 

              	
                2.4

              
	
                 

              	
                 

              	
                 

              
	
                “Paying
      Agent”

              	
                 

              	
                2.4

              
	
                 

              	
                 

              	
                 

              
	
                “Place
      of Payment”

              	
                 

              	
                10.7

              
	
                 

              	
                 

              	
                 

              
	
                “Registrar”

              	
                 

              	
                2.4

              
	 
      	 
      	 
      
	
                “Required
      Currency”

              	
                 

              	
                10.16

              
	
                 

              	
                 

              	
                 

              
	
                “Service
      Agent”

              	
                 

              	
                2.4

              
	 
      	 
      	 
      


      

      1.3           INCORPORATION
BY REFERENCE OF TRUST INDENTURE ACT.

       

      Whenever
this Indenture refers to a provision of the TIA, the portion of such provision
required to be incorporated herein in order for this Indenture to be qualified
under the TIA is incorporated by reference in and made a part of this
Indenture.  The following TIA terms used in this Indenture have the
following meanings:

       

      “Commission”
means the SEC.

       

      
        
           


        

        
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      “indenture
securities” means the Securities.

       

      “indenture
securityholder” means a Holder or Securityholder.

       

      “indenture
to be qualified” means this Indenture.

       

      “indenture
trustee” or “institutional trustee” means the Trustee.

       

      “obligor
on the indenture securities” means the Company.

       

      All other
terms used in this Indenture that are defined by the TIA, defined in the TIA by
reference to another statute or defined by SEC rule have the meanings therein
assigned to them.

       

      1.4           RULES
OF CONSTRUCTION.

       

      Unless
the context otherwise requires:

       

      (1)           a
term has the meaning assigned to it herein, whether defined expressly or by
reference;

       

      (2)           an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;

       

      (3)           “or”
is not exclusive;

       

      (4)           words
in the singular include the plural, and in the plural include the
singular;

       

      (5)           words
used herein implying any gender shall apply to each gender; and

       

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

       

      ARTICLE
2

       

      THE
SECURITIES

       

      2.1           ISSUABLE
SERIES.

       

      The
aggregate principal amount of Securities that may be authenticated and delivered
under this Indenture is $100,000,000.  The Securities may be issued in
one or more Series.  All Securities of a Series shall be identical
except as may be set forth in a Board Resolution, a supplemental indenture or an
Officers’ Certificate detailing the adoption of the terms thereof pursuant to
the authority granted under a Board Resolution.  In the case of
Securities of a Series to be issued from time to time, the Board Resolution,
Officers’ Certificate or supplemental indenture may provide for the method by
which specified terms (such as interest rate, Stated Maturity, record date or
date from which interest shall accrue) are to be
determined.  Securities may differ between Series in respect of any
matters, PROVIDED, that all Series of Securities shall be equally and ratably
entitled to the benefits of the Indenture.

       

      2.2           ESTABLISHMENT
OF TERMS OF SERIES OF SECURITIES.

       

      At or
prior to the issuance of any Securities within a Series, the following shall be
established (as to the Series generally, in the case of Subsection 2.2(1) and
either as to such Securities within the Series or as to the Series generally in
the case of Subsections 2.2(2) through 2.2(24)) by a Board Resolution, a
supplemental indenture or an Officers’ Certificate, in each case, pursuant to
authority granted under a Board Resolution:

       

      (1)           the
title of the Series (which shall distinguish the Securities of that particular
Series from the Securities of any other Series);

       

      
        
           


        

        
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      (2)           any
limit upon the aggregate principal amount of the Securities of the Series which
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the Series pursuant to Section 2.7, 2.8,
2.11, 3.6 or 8.5);

       

      (3)           the
price or prices (expressed as a percentage of the principal amount thereof) at
which the Securities of the Series will be issued;

       

      (4)           the
date or dates on which the principal of the Securities of the Series is
payable;

       

      (5)           the
rate or rates (which may be fixed or variable) per annum or, if applicable, the
method used to determine such rate or rates (including, but not limited to, any
commodity, commodity index, stock exchange index or financial index) at which
the Securities of the Series shall bear interest, if any, the date or dates from
which such interest, if any, shall accrue, the date or dates on which such
interest, if any, shall commence and be payable and any regular record date for
the interest payable on any Interest Payment Date;

       

      (6)           the
place or places where the principal of, and interest and premium, if any, on,
the Securities of the Series shall be payable, or the method of such payment, if
by wire transfer, mail or other means;

       

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

       

      (9)           the
dates, if any, on which and the price or prices at which the Securities of the
Series will be repurchased by the Company at the option of the Holders thereof,
and other detailed terms and provisions of such repurchase
obligations;

       

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

       

      (11)           the
forms of the Securities of the Series in bearer (if to be issued outside of the
United States of America) or fully registered form (and, if in fully registered
form, whether the Securities will be issuable as Global
Securities);

       

      (12)           if
other than the principal amount thereof, the portion of the principal amount of
the Securities of the Series that shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 6.2;

       

      (13)           the
currency of denomination of the Securities of the Series, which may be Dollars
or any Foreign Currency, including, but not limited to, the Euro, and, if such
currency of denomination is a composite currency other than the Euro, the agency
or organization, if any, responsible for overseeing such composite
currency;

       

      (14)           the
designation of the currency, currencies or currency units in which payment of
the principal of, and interest and premium, if any, on, the Securities of the
Series will be made;

       

      (15)           if
payments of principal of, or interest or premium, if any, on, the Securities of
the Series are to be made in one or more currencies or currency units other than
that or those in which such Securities are denominated, the manner in which the
exchange rate with respect to such payments will be determined;

       

      (16)           the
manner in which the amounts of payment of principal of, or interest and premium,
if any, on, the Securities of the Series will be determined, if such amounts may
be determined by reference to an index based on a currency or currencies or by
reference to a commodity, commodity index, stock exchange index or financial
index;

       

      (17)           the
provisions, if any, relating to any collateral provided for the Securities of
the Series;

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      (18)           any
addition to or change in the covenants set forth in Articles 4 or 5 that applies
to Securities of the Series;

       

      (19)           any
addition to or change in the Events of Default which applies to any Securities
of the Series, and any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 6.2;

       

      (20)           the
terms and conditions, if any, for conversion of the Securities into or exchange
of the Securities for shares of common stock or preferred stock of the Company
that apply to Securities of the Series;

       

      (21)           any
depositories, interest rate calculation agents, exchange rate calculation agents
or other agents with respect to Securities of such Series if other than those
appointed herein;

       

      (22)           the
terms and conditions, if any, upon which the Securities shall be subordinated in
right of payment to other Indebtedness of the Company;

       

      (23)           if
applicable, that the Securities of the Series, in whole or any specified part,
shall be defeasible pursuant to Article 9; and

       

      (24)           any
other terms of the Securities of the Series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 8.1, but which may modify or delete any provision of this Indenture
insofar as it applies to such Series).

       

      All
Securities of any one Series need not be issued at the same time, and may be
issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to the Board Resolution, supplemental indenture or
Officers’ Certificate referred to above, however, the authorized principal
amount of any Series may not be increased to provide for issuances of additional
Securities of such Series, unless otherwise provided in such Board Resolution,
supplemental indenture or Officers’ Certificate.

       

      2.3           EXECUTION
AND AUTHENTICATION.

       

      The
Securities shall be executed on behalf of the Company by two Officers of the
Company or an Officer and an Assistant Secretary of the Company.  Each
such signature may be either manual or facsimile.  The Company’s seal
may be impressed, affixed, imprinted or reproduced on the Securities and may be
in facsimile form.

       

      If an
Officer whose signature is on a Security no longer holds that office at the time
the Security is authenticated, the Security shall nevertheless be
valid.

       

      A
Security shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.  The signature shall be conclusive
evidence that the Security has been authenticated under this
Indenture.  The Trustee shall at any time, and from time to time,
authenticate Securities for original issue in the principal amount provided in
the Board Resolution, supplemental indenture hereto or Officers’ Certificate,
upon receipt by the Trustee of a Company Order.  Such Company Order
may authorize authentication and delivery pursuant to oral or electronic
instructions from the Company or its duly authorized agent or agents, which oral
instructions shall be promptly confirmed in writing.  Each Security
shall be dated the date of its authentication.

       

      The
aggregate principal amount of Securities of any Series outstanding at any time
may not exceed any limit upon the maximum principal amount for such Series set
forth in the Board Resolution, supplemental indenture hereto or Officers’
Certificate delivered pursuant to Section 2.2, except as provided in Section
2.8.

       

      Prior to
the issuance of Securities of any Series, the Trustee shall have received and
(subject to Section 7.1) shall be fully protected in relying on: (a) the Board
Resolution, supplemental indenture hereto or Officers’ Certificate establishing
the form of the Securities of that Series or of Securities within that Series
and the terms of the Securities of that Series or of Securities within that
Series, (b) an Officers’ Certificate complying with Section 10.4, and (c) an
Opinion of Counsel complying with Section 10.4.

       

      The
Trustee shall have the right to decline to authenticate and deliver any
Securities of any Series: (a) if the Trustee, being advised in writing by
outside counsel, determines that such action may not lawfully be taken; or (b)
if the Trustee in good faith by its board of directors or trustees, executive
committee or a trust committee of directors and/or vice-presidents shall
reasonably determine

       

      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      that such
action would expose the Trustee to personal liability, or cause it to have a
conflict of interest with respect to Holders of any then outstanding Series of
Securities.

       

      The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities.  An authenticating agent may authenticate
Securities whenever the Trustee may do so.  Any appointment shall be
evidenced by an instrument signed by an authorized officer of the Trustee, a
copy of which shall be furnished to the Company.  Each reference in
this Indenture to authentication by the Trustee includes authentication by such
agent.  An authenticating agent has the same rights as an Agent to
deal with the Company or an Affiliate of the Company.

       

      2.4           REGISTRAR
AND PAYING AGENT.

       

      The
Company shall maintain in each Place of Payment for any Series of Securities (i)
an office or agency where such Securities may be presented for registration of
transfer or for exchange (“Registrar”), (ii) an office or agency where such
Securities may be presented for payment (“Paying Agent”) (PROVIDED that the
Company shall at all times maintain a Paying Agent in the Borough of Manhattan,
City of New York, State of New York (the “New York Paying Agent”), and PROVIDED,
FURTHER, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the register for the Securities maintained by the Registrar), and
(iii) an office or agency where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served (“Service Agent”).
The Registrar shall keep a register of the Securities and of their transfer and
exchange.  The Company may have one or more co-registrars and one or
more additional paying agents.  The Company shall give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency.  If at any time the Company shall fail to maintain
any such required office, or to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
address of the Trustee as set forth in Section 10.2.  If the Company
acts as Paying Agent, it shall segregate the money held by it for the payment of
principal of, and interest and premium, if any, on, the Securities and hold it
as a separate trust fund.  The Company may change any Paying Agent,
Registrar, co-registrar or any other Agent without notice to any
Securityholder.

       

      The
Company may also from time to time designate one or more other offices or
agencies where the Securities may be presented or surrendered for any or all
such purposes, and may from time to time rescind such designations; PROVIDED,
HOWEVER, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in each Place of
Payment for Securities of any Series for such purposes.  The Company
hereby initially designates the Corporate Trust Office of the Trustee as such
office of the Company.  The Company shall give prompt written notice
to the Trustee of such designation or rescission, and of any change in the
location of any such other office or agency.

       

      The
Company shall enter into an appropriate agency agreement with any Registrar or
Paying Agent not a party to this Indenture.  The agreement shall
implement the provisions of this Indenture that relate to such
Agent.  The Company shall notify the Trustee of the name and address
of any such Agent.  If the Company fails to maintain a Registrar or
Paying Agent, or agent for service of notices and demands, or fails to give the
foregoing notice, the Trustee shall act as such.  The Company hereby
appoints the Trustee as the initial Registrar, Paying Agent and Service Agent
for each Series unless another Registrar, Paying Agent or Service Agent, as the
case may be, is appointed prior to the time Securities of that Series are first
issued.  The Company designates _____________, as the New York Paying
Agent, with offices at ___________________________________.

       

      2.5           PAYING
AGENT TO HOLD ASSETS IN TRUST.

       

      The
Trustee as Paying Agent shall, and the Company shall require each Paying Agent
other than the Trustee to agree in writing that each Paying Agent shall, hold in
trust for the benefit of the Holders of any Series of Securities or the Trustee
all assets held by the Paying Agent for the payment of principal of, or interest
or premium, if any, on, such Series of Securities (whether such assets have been
distributed to it by the Company or any other obligor on such Series of
Securities), and the Company and the Paying Agent shall notify the Trustee in
writing of any Default by the Company (or any other obligor on such Series of
Securities) in making any such payment. The Company at any time may require a
Paying Agent to distribute all assets held by it to the Trustee and account for
any assets disbursed, and the Trustee may, at any time during the continuance of
any payment default with respect to any Series of Securities, upon written
request to a Paying Agent, require such Paying Agent to distribute all assets
held by it to the Trustee and to account for any assets
distributed.  Upon distribution to the Trustee of all assets that
shall have been delivered by the Company to the Paying Agent, the Paying Agent
shall have no further liability for such assets.

       

      
        
           


        

        
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      2.6           SECURITYHOLDER
LISTS.

       

      The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Securityholders
of each Series of Securities.  If the Trustee is not the Registrar,
the Company shall furnish to the Trustee as of each regular record date for the
payment of interest on the Securities of a Series and before each related
Interest Payment Date, and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Securityholders of each Series of
Securities.

       

      2.7           TRANSFER
AND EXCHANGE.

       

      When
Securities of a Series are presented to the Registrar with a request to register
the transfer thereof, the Registrar shall register the transfer as requested if
the requirements of applicable law are met, and when such Securities of a Series
are presented to the Registrar with a request to exchange them for an equal
principal amount of other authorized denominations of Securities of the same
Series, the Registrar shall make the exchange as requested.  To permit
transfers and exchanges, upon surrender of any Security for registration of
transfer at the office or agency maintained pursuant to Section 2.4, the Company
shall execute and the Trustee shall authenticate Securities at the Registrar’s
request.

       

      If
Securities are issued as Global Securities, the provisions of Section 2.15 shall
apply.

       

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

       

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

       

      Any
exchange or transfer shall be without charge, except that the Company may
require payment by the Holder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation to a transfer or exchange,
but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6
or 8.5.  The Trustee shall not be required to register transfers of
Securities of any Series, or to exchange Securities of any Series, for a period
of 15 days before the record date for selection for redemption of such
Securities.  The Trustee shall not be required to exchange or register
transfers of Securities of any Series called or being called for redemption in
whole or in part, except the unredeemed portion of such Security being redeemed
in part.

       

      2.8           REPLACEMENT
SECURITIES.

       

      If a
mutilated Security is surrendered to the Trustee, or if the Holder of a Security
presents evidence to the satisfaction of the Company and the Trustee that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security of the same Series and
of like tenor and principal amount and bearing a number not contemporaneously
outstanding.  An indemnity bond may be required by the Company or the
Trustee that is sufficient in the reasonable judgment of the Company or the
Trustee, as the case may be, to protect the Company, the Trustee or any Agent
from any loss which any of them may suffer if a Security is
replaced.  The Company may charge such Holder for the Company’s
out-of-pocket expenses in replacing a Security, including the fees and expenses
of the Trustee.  Every replacement Security shall constitute an
original additional obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that Series duly issued hereunder.

       

      2.9           OUTSTANDING
SECURITIES.

       

      Securities
outstanding at any time are all Securities authenticated by the Trustee, except
for those canceled by it, those delivered to it for cancellation and those
described in this Section 2.9 as not outstanding.

       

      If a
Security is replaced pursuant to Section 2.8 (other than a mutilated Security
surrendered for replacement), it ceases to be outstanding until the Company and
the Trustee receive proof satisfactory to each of them that the replaced
Security is held by a bona

       

      
        
           


        

        
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      fide
purchaser.  A mutilated Security ceases to be outstanding upon
surrender of such Security and replacement thereof pursuant to Section
2.8.

       

      If a
Paying Agent holds on a Redemption Date or the Stated Maturity money sufficient
to pay the principal of, premium, if any, and accrued interest on, Securities
payable on that date, and is not prohibited from paying such money to the
Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made), then on and after that date such Securities cease to be outstanding
and interest on them ceases to accrue.

       

      A
Security does not cease to be outstanding solely because the Company or an
Affiliate holds the Security.

       

      2.10           WHEN
TREASURY SECURITIES DISREGARDED; DETERMINATION OF HOLDERS’ ACTION.

       

      In
determining whether the Holders of the required aggregate principal amount of
the Securities of any Series have concurred in any direction, waiver or consent,
the Securities of any Series owned by the Company or any other obligor on such
Securities, or by any Affiliate of any of them, shall be disregarded, except
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Securities of such Series
which the Trustee actually knows are so owned shall be so disregarded.
Securities of such Series so owned which have been pledged in good faith shall
not be disregarded if the pledgee establishes to the satisfaction of the Trustee
the pledgee’s right so to act with respect to the Securities of such Series and
that the pledgee is not the Company or any other obligor on the Securities of
such Series, or an Affiliate of any of them.

       

      2.11           TEMPORARY
SECURITIES.

       

      Until
definitive Securities are ready for delivery, the Company may prepare and
execute, and the Trustee shall authenticate, temporary
Securities.  Temporary Securities shall be substantially in the form,
and shall carry all rights, of definitive Securities, but may have variations
that the Company considers appropriate for temporary
Securities.  Without unreasonable delay, the Company shall prepare and
execute, and the Trustee shall authenticate, definitive Securities in exchange
for temporary Securities without charge to the Holder.

       

      2.12           CANCELLATION.

       

      All
Securities surrendered for payment, redemption or registration of transfer or
exchange, or for credit against any sinking fund payment, shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee for
cancellation.  The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold.  The Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for transfer, exchange
or payment.  The Trustee or, at the direction of the Trustee, the
Registrar or the Paying Agent, and no one else, shall cancel, and at the written
request of the Company shall dispose of, all Securities surrendered for
transfer, exchange, payment or cancellation.  If the Company shall
acquire any of the Securities, such acquisition shall not operate as a
redemption or satisfaction of the Indebtedness represented by such Securities
unless and until the same are surrendered to the Trustee for cancellation
pursuant to this Section 2.12.  No Securities shall be authenticated
in lieu of or in exchange for any Securities cancelled as provided in this
Section 2.12, except as expressly permitted by this Indenture.

       

      2.13           PAYMENT
OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF INTEREST.

       

      Except as
otherwise provided as contemplated by Section 2.2 with respect to any Series of
Securities, interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security is registered at the close of business on the regular
record date for such interest, as provided in the Board Resolution, supplemental
indenture hereto or Officers’ Certificate establishing the terms of such
Series.

       

      If the
Company defaults in a payment of interest on the Securities, it shall pay the
defaulted amounts, plus any interest payable on defaulted amounts pursuant to
Section 4.1, to the Persons who are Securityholders on a subsequent special
record date, which date shall be the 15th day next preceding the date fixed by
the Company for the payment of defaulted interest, or the next succeeding
Business Day if such date is not a Business Day.  At least 15 days
before the special record date, the Company shall mail

       

      
        
           


        

        
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      or cause
to be mailed to each Securityholder, with a copy to the Trustee, a notice that
states the special record date, the payment date and the amount of defaulted
interest, and interest payable on such defaulted interest, if any, to be
paid.

       

      Except as
otherwise specified as contemplated by Section 2.2 for Securities of any Series,
interest on the Securities of each Series shall be computed on the basis of a
360-day year of twelve 30-day months.

       

      2.14           CUSIP
NUMBER.

       

      The
Company in issuing the Securities may use one or more “CUSIP” numbers, and, if
the Company does so, the Trustee shall use the CUSIP number(s) in notices of
redemption or exchange as a convenience to Holders, PROVIDED, that any such
notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number(s) printed in the notice or on the Securities, and
that reliance may be placed only on the other identification numbers printed on
the Securities, and that any such redemption or exchange shall not be affected
by any defect in or omission of any such numbers.

       

      2.15           PROVISIONS
FOR GLOBAL SECURITIES.

       

      (a)           A
Board Resolution, a supplemental indenture hereto or an Officers’ Certificate
shall establish whether the Securities of a Series shall be issued in whole or
in part in the form of one or more Global Securities, and the Depository for
such Global Securities or Securities.

       

      (b)           Notwithstanding
any provisions to the contrary contained in Section 2.7 and in addition thereto,
if, and only if the Depository (i) at any time is unwilling or unable to
continue as Depository for such Global Security or ceases to be a clearing
agency registered under the Exchange Act and (ii) a successor Depository is not
appointed by the Company within 90 days after the date the Company is so
informed in writing or becomes aware of the same, the Company promptly will
execute and deliver to the Trustee definitive Securities, and the Trustee, upon
receipt of a Company Request for the authentication and delivery of such
definitive Securities (which the Company will promptly execute and deliver to
the Trustee) and an Officers’ Certificate to the effect that such Global
Security shall be so exchangeable, will authenticate and deliver definitive
Securities, without charge, registered in such names and in such authorized
denominations as the Depository shall direct in writing (pursuant to
instructions from its direct and indirect participants or otherwise) in an
aggregate principal amount equal to the principal amount of the Global Security
with like tenor and terms. Upon the exchange of a Global Security for definitive
Securities, such Global Security shall be canceled by the
Trustee.  Unless and until it is exchanged in whole or in part for
definitive Securities, as provided in this Section 2.15(b), a Global Security
may not be transferred except as a whole by the Depository with respect to such
Global Security to a nominee of such Depository, by a nominee of such Depository
to such Depository or another nominee of such Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such a successor
Depository.

       

      (c)           Any
Global Security issued hereunder shall bear a legend in substantially the
following form:

       

      “This
Security is a Global Security within the meaning of the Indenture hereinafter
referred to, and is registered in the name of the Depository or a nominee of the
Depository.  This Security is exchangeable for Securities registered
in the name of a Person other than the Depository or its nominee only in the
limited circumstances described in the Indenture, and may not be transferred
except as a whole by the Depository to a nominee of the Depository, by a nominee
of the Depository to the Depository or another nominee of the Depository or by
the Depository or any such nominee to a successor Depository or a nominee of
such a successor Depository.”

       

      (d)           The
Depository, as a Holder, may appoint agents and otherwise authorize participants
to give or take any request, demand, authorization, direction, notice, consent,
waiver or other action which a Holder is entitled to give or take under the
Indenture.

       

      (e)           Notwithstanding
the other provisions of this Indenture, unless otherwise specified as
contemplated by Section 2.2, payment of the principal of, and interest and
premium, if any, on, any Global Security shall be made to the Depository or its
nominee in its capacity as the Holder thereof.

       

      
        
           


        

        
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      (f)           Except
as provided in Section 2.15(e) above, the Company, the Trustee and any Agent
shall treat a Person as the Holder of such principal amount of outstanding
Securities of any Series represented by a Global Security as shall be specified
in a written statement of the Depository (which may be in the form of a
participants’ list for such Series) with respect to such Global Security, for
purposes of obtaining any consents, declarations, waivers or directions required
to be given by the Holders pursuant to this Indenture, PROVIDED, that until the
Trustee is so provided with a written statement, it may treat the Depository or
any other Person in whose name a Global Security is registered as the owner of
such Global Security for the purpose of receiving payment of the principal of,
and any premium and (subject to Section 2.13) any interest on, such Global
Security and for all other purposes whatsoever, and none of the Company, the
Trustee or any agent of the Company or the Trustee shall be affected by notice
to the contrary.

       

      2.16           PERSONS
DEEMED OWNERS.

       

      Prior to
due presentment of a Security for registration of transfer, the Company, the
Trustee, the Registrar and any agent of the Company, the Registrar or the
Trustee may treat the Person in whose name such Security is registered as the
owner of such Security for the purpose of receiving payment of the principal of,
and any premium and (subject to Section 2.13) any interest on, such Security and
for all other purposes whatsoever, and none of the Company, the Trustee, the
Registrar or any agent of the Company, the Trustee or the Registrar shall be
affected by notice to the contrary.

       

      ARTICLE
3

       

      REDEMPTION

       

      3.1           NOTICE
TO TRUSTEE.

       

      The
Company may, with respect to any Series of Securities, reserve the right to
redeem and pay the Series of Securities, or may covenant to redeem and pay the
Series of Securities or any part thereof, prior to the Stated Maturity thereof
at such time and on such terms as provided for in such Securities or the related
Board Resolution, supplemental indenture or Officers’ Certificate.  If
a Series of Securities is redeemable and the Company elects to redeem all or
part of such Series of Securities, it shall notify the Trustee of the Redemption
Date and the principal amount of Securities to be redeemed at least 45 days
(unless a shorter notice shall be satisfactory to the Trustee) before the
Redemption Date.  Any such notice may be canceled at any time prior to
notice of such redemption being mailed to any Holder, and shall thereby be void
and of no effect.

       

      3.2           SELECTION
BY TRUSTEE OF SECURITIES TO BE REDEEMED.

       

      Unless
otherwise indicated for a particular Series of Securities by a Board Resolution,
a supplemental indenture or an Officers’ Certificate, if fewer than all of the
Securities of a Series are to be redeemed, the Trustee shall select the
Securities of a Series to be redeemed pro rata, by lot or by any other method
that the Trustee considers fair and appropriate (unless the Company specifically
directs the Trustee otherwise) and, if such Securities are listed on any
securities exchange, by a method that complies with the requirements of such
exchange.

       

      The
Trustee shall make the selection from Securities of a Series outstanding and not
previously called for redemption, and shall promptly notify the Company in
writing of the Securities selected for redemption and, in the case of any
Security selected for partial redemption, the principal amount thereof to be
redeemed at least 35 but not more than 60 days before the Redemption
Date.  Securities of a Series in denominations of $1,000 may be
redeemed only in whole.  The Trustee may select for redemption
portions of the principal of Securities of a Series that have denominations
larger than $1,000.  Securities of a Series and portions of them it
selects shall be in amounts of $1,000 or, with respect to Securities of any
Series issuable in other denominations pursuant to Section 2.2(10), the minimum
principal denomination for each Series and integral multiples
thereof.  Provisions of this Indenture that apply to Securities called
for redemption also apply to portions of Securities called for
redemption.

       

      3.3           NOTICE
OF REDEMPTION.

       

      Unless
otherwise indicated for a particular Series by Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate, at least 30 days, and no more than
60 days, before a Redemption Date, the Company shall mail, or cause to be
mailed, a notice of redemption by first-class mail to each Holder of Securities
to be redeemed at his or her last address as the same appears on the registry
books maintained by the Registrar.  The notice shall identify the
Securities to be redeemed and shall state:

       

      
        
           


        

        
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      (1)           the
Redemption Date;

       

      (2)           the
redemption price, and that such redemption price shall become due and payable on
the Redemption Date;

       

      (3)           if
any Security of a Series is being redeemed in part, the portion of the principal
amount of such Security of a Series to be redeemed and that, after the
Redemption Date and upon surrender of such Security of a Series, a new Security
or Securities in principal amount equal to the unredeemed portion will be
issued;

       

      (4)           the
name and address of the Paying Agent;

       

      (5)           that
Securities of a Series called for redemption must be surrendered to the Paying
Agent to collect the redemption price, and the place or places where each such
Security is to be surrendered for such payment;

       

      (6)           that,
unless the Company defaults in making the redemption payment, interest on the
Securities of a Series called for redemption ceases to accrue on the Redemption
Date, and the only remaining right of the Holders of such Securities is to
receive payment of the redemption price upon surrender to the Paying Agent of
the Securities redeemed;

       

      (7)           if
fewer than all of the Securities of a Series are to be redeemed, the
identification of the particular Securities of a Series (or portion thereof) to
be redeemed, as well as the aggregate principal amount of Securities of a Series
to be redeemed and the aggregate principal amount of Securities of a Series to
be outstanding after such partial redemption.

       

      (8)           the
CUSIP number, if any, printed on the Securities being redeemed; and

       

      (9)           that
no representation is made as to the correctness or accuracy of the CUSIP number,
if any, listed in such notice or printed on the Securities.

       

      At the
Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at the Company’s sole expense.

       

      3.4           EFFECT
OF NOTICE OF REDEMPTION.

       

      Once the
notice of redemption described in Section 3.3 is mailed, Securities of a Series
called for redemption become due and payable on the Redemption Date and at the
redemption price, plus interest, if any, accrued to the Redemption
Date.  Upon surrender to the Trustee or Paying Agent, such Securities
of a Series shall be paid at the redemption price, plus accrued interest, if
any, to the Redemption Date; PROVIDED, that if the Redemption Date is after a
regular interest payment record date and on or prior to the next Interest
Payment Date, the accrued interest shall be payable to the Holder of the
redeemed Securities registered on the relevant record date, as specified by the
Company in the notice to the Trustee pursuant to Section 3.1.

       

      3.5           DEPOSIT
OF REDEMPTION PRICE.

       

      On or
prior to the Redemption Date (but no later than 11:00 A.M. Eastern Time on such
date), the Company shall deposit with the Paying Agent money sufficient to pay
the redemption price of and accrued interest, if any, on all Securities to be
redeemed on that date other than Securities or portions thereof called for
redemption on that date which have been delivered by the Company to the Trustee
for cancellation.

       

      On and
after any Redemption Date, if money sufficient to pay the redemption price of,
and accrued interest on, Securities called for redemption shall have been made
available in accordance with the preceding paragraph and the Company and the
Paying Agent are not prohibited from paying such moneys to Holders, the
Securities called for redemption will cease to accrue interest and the only
right of the Holders of such Securities will be to receive payment of the
redemption price of and, subject to the proviso in Section 3.4, accrued and
unpaid interest on such Securities to the Redemption Date. If any Security
called for redemption shall not be so paid, interest will be paid, from the
Redemption Date until such redemption payment is made, on the unpaid principal
of the Security and any interest or premium, if any, not paid on such unpaid
principal, in each case, at the rate and in the manner provided in the
Securities.

       

      
        
           


        

        
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      3.6           SECURITIES
REDEEMED IN PART.

       

      Upon
surrender of a Security of a Series that is redeemed in part, the Company shall
execute, and the Trustee shall authenticate, for a Holder a new Security of the
same Series equal in principal amount to the unredeemed portion of the Security
surrendered.

       

      ARTICLE
4

       

      COVENANTS

       

      4.1           PAYMENT
OF SECURITIES.

       

      The
Company shall pay the principal of, and interest and premium, if any, on, each
Series of Securities on the dates and in the manner provided in such Securities
and this Indenture.

       

      An
installment of principal or interest shall be considered paid on the date it is
due if the Trustee or Paying Agent holds on that date money designated for and
sufficient to pay such installment and is not prohibited from paying such money
to the Holders pursuant to the terms of this Indenture or
otherwise.

       

      The
Company shall pay interest on overdue principal, and overdue interest, to the
extent lawful, at the rate specified in the Series of Securities.

       

      4.2           SEC
REPORTS.

       

      The
Company will deliver to the Trustee within 15 days after the filing of the same
with the SEC, copies of the quarterly and annual reports and of the information,
documents and other reports, if any, which the Company is required to file with
the SEC pursuant to Section 13 or 15(d) of the Exchange Act; PROVIDED, HOWEVER,
that each such report or document will be deemed to be so delivered to the
Trustee if the Company files such report or document with the SEC through the
SEC’s EDGAR database no later than the time such report or document is required
to be filed with the SEC pursuant to the Exchange Act. Notwithstanding that the
Company may not be subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, the Company will file with the SEC, to the extent
permitted, and provide the Trustee with, such quarterly and annual reports and
such information, documents and other reports specified in Sections 13 and 15(d)
of the Exchange Act.  The Company will also comply with the other
provisions of TIA Section 314(a).

       

      4.3           WAIVER
OF STAY, EXTENSION OR USURY LAWS.

       

      The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead (as a defense or otherwise) or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension, usury
or other law which would prohibit or forgive the Company from paying all or any
portion of the principal of, and/or interest and premium, if any, on, the
Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture; and the Company hereby expressly waives (to the extent that they may
lawfully do so) all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

       

      4.4           COMPLIANCE
CERTIFICATE.

       

      (a)           The
Company shall deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company, an Officers’ Certificate which complies with TIA
Section 314(a)(4) stating that a review of the activities of the Company and its
Subsidiaries during such fiscal year has been made under the supervision of the
signing Officers with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the
best of his or her knowledge the Company has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and that there is
no default in the performance or observance of any of the terms, provisions and
conditions hereof (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he or she may have
knowledge and what action the Company is taking or proposes to take with respect
thereto) and that to the best of his or her knowledge no event has occurred and
remains in existence by reason of which payments on account of the

       

      
        
           


        

        
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      principal
of, or interest or premium, if any, on, the Securities is prohibited, or if such
event has occurred, a description of the event and what action the Company is
taking or proposes to take with respect thereto.

       

      (b)           (i)
If any Default or Event of Default has occurred and is continuing or (ii) if any
Holder seeks to exercise any remedy hereunder with respect to a claimed Default
under this Indenture or the Securities, within five Business Days after the
Company becoming aware of such occurrence the Company shall deliver to the
Trustee an Officers’ Certificate specifying such event, notice or other action
and what action the Company is taking or proposes to take with respect
thereto.

       

      4.5           CORPORATE
EXISTENCE.

       

      Subject
to Article 5, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, in
accordance with the organizational documents (as the same may be amended from
time to time) of the Company and the rights (charter and statutory), licenses
and franchises of the Company; PROVIDED, HOWEVER, that the Company shall not be
required to preserve any such right, license or franchise, or its corporate
existence, if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
that the loss thereof is not adverse in any material respect to the
Holders.

       

      ARTICLE
5

       

      SUCCESSOR
CORPORATION

       

      5.1           LIMITATION
ON CONSOLIDATION, MERGER AND SALE OF ASSETS.

       

      (a)           The
Company will not, in any transaction or series of transactions, merge or
consolidate with or into, or sell, assign, convey, transfer, lease or otherwise
dispose of all or substantially all of its properties and assets (as an entirety
or substantially as an entirety in one transaction or a series of related
transactions), to any Person or Persons, unless at the time of and after giving
effect thereto (i) either (A) if the transaction or series of transactions is a
merger or consolidation, the Company shall be the surviving Person of such
merger or consolidation, or (B) the Person formed by such consolidation or into
which the Company is merged or to which the properties and assets of the Company
are transferred (any such surviving Person or transferee Person being the
“Surviving Entity”) shall be a corporation organized and existing under the laws
of the United States of America, any state thereof or the District of Columbia,
or a corporation or comparable legal entity organized under the laws of a
foreign jurisdiction and shall expressly assume by a supplemental indenture
executed and delivered to the Trustee, in form reasonably satisfactory to the
Trustee, all of the obligations of the Company (including, without limitation,
the obligation to pay the principal of, and premium and interest, if any, on,
the Securities and the performance of the other covenants) under the Securities
of each Series and this Indenture, and in each case, this Indenture shall remain
in full force and effect; and (ii) immediately before and immediately after
giving effect to such transaction or series of transactions on a pro forma basis
(including, without limitation, any Indebtedness incurred or anticipated to be
incurred in connection with or in respect of such transaction or series of
transactions), no Default or Event of Default shall have occurred and be
continuing.

       

      (b)           In
connection with any consolidation, merger or transfer of assets contemplated by
this Section 5.1, the Company shall deliver, or cause to be delivered, to the
Trustee, in form and substance reasonably satisfactory to the Trustee, an
Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer, and the supplemental indenture in respect
thereto, comply with this Section 5.1, and that all conditions precedent herein
provided for relating to such transaction or transactions have been complied
with.

       

      5.2           SUCCESSOR
PERSON SUBSTITUTED.

       

      Upon any
consolidation, merger or transfer of all or substantially all of the assets of
the Company in accordance with Section 5.1 above, the successor corporation
formed by such consolidation, or into which the Company is merged or to which
such transfer is made, shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor corporation had been named as the Company
herein, and thereafter (except with respect to any such transfer which is a
lease) the predecessor corporation shall be relieved of all obligations and
covenants under this Indenture and the Securities.

       

      
        
           


        

        
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      ARTICLE
6

       

      DEFAULTS
AND REMEDIES

       

      6.1           EVENTS
OF DEFAULT.

       

      “Events
of Default,” wherever used herein with respect to Securities of any Series,
means any one of the following events, unless in the establishing Board
Resolution, supplemental indenture or Officers’ Certificate, it is provided that
such Series shall not have the benefit of said Event of Default:

       

      (1)           there
is a default in the payment of any principal of, or premium, if any, on, the
Securities when the same becomes due and payable at Maturity, upon acceleration,
redemption or otherwise;

       

      (2)           there
is a default in the payment of any interest on any Security of a Series when the
same becomes due and payable, and the Default continues for a period of 30
days;

       

      (3)           the
Company defaults in the observance or performance of any other covenant in the
Securities of a Series or in this Indenture for 60 days after written notice
from the Trustee or the Holders of not less than 25% in the aggregate principal
amount of the Securities of such Series then outstanding, which notice must
specify the Default, demand that it be remedied and state that the notice is a
“Notice of Default”;

       

      (4)           the
Company or any Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law:

       

      (A)           commences
a voluntary case,

       

      (B)           consents
to the entry of an order for relief against it in an involuntary
case,

       

      (C)           consents
to the appointment of a Custodian of it or for all or substantially all of its
property,

       

      (D)           makes
a general assignment for the benefit of its creditors, or

       

      (E)           generally
is not paying its debts as they become due;

       

      (5)           a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:

       

      (A)           is
for relief against the Company or any Significant Subsidiary in an involuntary
case;

       

      (B)           appoints
a Custodian of the Company or any Significant Subsidiary, or for all or
substantially all of the property of the Company or any Significant Subsidiary;
or

       

      (C)           orders
the liquidation of the Company or any Significant Subsidiary, and the order or
decree remains unstayed and in effect for 90 consecutive days; or

       

      (6)           any
other Event of Default provided with respect to Securities of that Series, which
is specified in a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate, in accordance with Section 2.2(19).

       

      The term
“Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law
for the relief of debtors.  The term “Custodian” means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

       

      The
Trustee may withhold notice of any Default (except in the payment of the
principal of, or interest or premium, if any, on, the Securities) to the Holders
of the Securities of any Series in accordance with Section 7.5.  When
a Default is cured, it ceases to exist.

       

      
        
           


        

        
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      6.2           ACCELERATION.

       

      If an
Event of Default with respect to Securities of any Series at the time
outstanding (other than an Event of Default arising under Section 6.1(4) or (5))
occurs and is continuing, the Trustee by written notice to the Company, or the
Holders of not less than 25% in aggregate principal amount of the Securities of
that Series then outstanding by written notice to the Company and the Trustee,
may declare that the entire principal amount of all the Securities of that
Series then outstanding plus accrued and unpaid interest to the date of
acceleration are immediately due and payable, in which case such amounts shall
become immediately due and payable; PROVIDED, HOWEVER, that after such
acceleration but before a judgment or decree based on such acceleration is
obtained by the Trustee, the Holders of a majority in aggregate principal amount
of the outstanding Securities of that Series may rescind and annul such
acceleration and its consequences if (i) all existing Events of Default, other
than the nonpayment of accelerated principal, interest or premium, if any, that
has become due solely because of the acceleration, have been cured or waived,
(ii) to the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal, which has become due otherwise
than by such declaration of acceleration, has been paid and (iii) the rescission
would not conflict with any judgment or decree. No such rescission shall affect
any subsequent Default or impair any right consequent thereto.  In
case an Event of Default specified in Section 6.1(4) or (5) with respect to the
Company occurs, such principal, premium, if any, and interest amount with
respect to all of the Securities of that Series shall be due and payable
immediately without any declaration or other act on the part of the Trustee or
the Holders of the Securities of that Series.

       

      6.3           REMEDIES.

       

      If an
Event of Default with respect to Securities of any Series at the time
outstanding occurs and is continuing, the Trustee may pursue any available
remedy by proceeding at law or in equity to collect the payment of the principal
of, or interest and premium, if any, on, the Securities of that Series, or to
enforce the performance of any provision of the Securities of that Series or
this Indenture.

       

      The
Trustee may maintain a proceeding even if it does not possess any of the
Securities of that Series or does not produce any of them in the
proceeding.  A delay or omission by the Trustee or any Securityholder
in exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default.  No remedy is exclusive of any other
remedy.  All available remedies are cumulative to the extent permitted
by law.

       

      6.4           WAIVER
OF PAST DEFAULTS AND EVENTS OF DEFAULT.

       

      Subject
to Sections 6.2, 6.7 and 8.2, the Holders of a majority in principal amount of
the Securities of any Series then outstanding have the right to waive any
existing Default or Event of Default with respect to such Series or compliance
with any provision of this Indenture (with respect to such Series) or the
Securities of such Series.  Upon any such waiver, such Default with
respect to such Series shall cease to exist, and any Event of Default with
respect to such Series arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereto.  This Section 6.4 shall be in lieu of TIA Section
316(a)(1)(B), and TIA Section 316(a)(1)(B) is hereby expressly excluded from
this Indenture and Section as permitted by the TIA.

       

      6.5           CONTROL
BY MAJORITY.

       

      Subject
to Sections 6.2, 6.7 and 8.2, the Holders of a majority in principal amount of
the Securities of any Series then outstanding may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee by this Indenture with
respect to such Series.  The Trustee, however, may refuse to follow
any direction that conflicts with law or this Indenture, or that the Trustee
determines may be unduly prejudicial to the rights of another Securityholder, or
that may involve the Trustee in personal liability; PROVIDED, that the Trustee
may take any other action deemed proper by the Trustee which is not inconsistent
with such direction.  This Section 6.5 shall be in lieu of TIA Section
316(a)(1)(A), and TIA Section 316(a)(1)(A) is hereby expressly excluded from
this Indenture and Section as permitted by the TIA.

       

      6.6           LIMITATION
ON SUITS.

       

      Subject
to Section 6.7, a Securityholder may not institute any proceeding or pursue any
remedy with respect to this Indenture or the Securities of a Series
unless:

       

      
        
           


        

        
          19

          
            

          

        

        
           


        

      

      
         

        (1)           the
Holder gives to
the Trustee written notice of a continuing Event of Default with respect to the
Securities of that Series;

      

       

      (2)           the
Holders of at least 25% in aggregate principal amount of the Securities of such
Series then outstanding make a written request to the Trustee to pursue the
remedy;

       

      (3)           such
Holder or Holders offer to the Trustee indemnity reasonably satisfactory to the
Trustee against any loss, liability or expense to be incurred in compliance with
such request;

       

      (4)           the
Trustee does not comply with the request within 60 days after receipt of the
request and the offer of indemnity; and

       

      (5)           no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in aggregate principal
amount of the Securities of such Series then outstanding.

       

      A
Securityholder may not use this Indenture to prejudice the rights of another
Securityholder, or to obtain a preference or priority over another
Securityholder.

       

      6.7           RIGHTS
OF HOLDERS TO RECEIVE PAYMENT.

       

      Notwithstanding
any other provision of this Indenture, the right of any Holder of a Security of
a Series to receive payment of the principal of, and interest and premium, if
any, on, the Security of such Series on or after the respective due dates
expressed in the Security of such Series, or to bring suit for the enforcement
of any such payment on or after such respective dates, is absolute and
unconditional, and shall not be impaired or affected without the consent of the
Holder.

       

      6.8           COLLECTION
SUIT BY TRUSTEE.

       

      If an
Event of Default in payment of principal, interest or premium, if any, specified
in Section 6.1(1) or (2) with respect to Securities of any Series at the time
outstanding occurs and is continuing, the Trustee may recover judgment in its
own name and as trustee of an express trust against the Company (or any other
obligor on the Securities of that Series) for the whole amount of unpaid
principal and premium, if any, and accrued interest remaining unpaid, together
with interest on overdue principal and premium, if any, and, to the extent that
payment of such interest is lawful, interest on overdue installments of
interest, in each case at the rate then borne by the Securities of that Series,
and such further amounts as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, as set forth in Section
7.7.

       

      6.9           TRUSTEE
MAY FILE PROOFS OF CLAIM.

       

      The
Trustee may file such proofs of claim and other papers or documents, and take
other actions (including sitting on a committee of creditors), as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel) and the Securityholders allowed in any
judicial proceedings relative to the Company (or any other obligor on the
Securities), any of their respective creditors or any of their respective
property, and the Trustee shall be entitled and empowered to collect and receive
any monies or other property payable or deliverable on any such claims, and to
distribute the same after deduction of its charges and expenses to the extent
that any such charges and expenses are not paid out of the estate in any such
proceedings, and any custodian in any such judicial proceeding is hereby
authorized by each Securityholder to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments directly
to the Securityholders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section
7.7.

       

      Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to, or accept or adopt on behalf of any Securityholder, any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
of a 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
proceedings.

       

      
        
           


        

        
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      6.10           PRIORITIES.

       

      If the
Trustee collects any money pursuant to this Article 6, it shall pay out the
money in the following order:

       

      FIRST: to
the Trustee for amounts due under Section 7.7;

       

      SECOND:
to Securityholders for amounts then due and unpaid for the principal of, and
interest and premium, if any, on, the Securities 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 any premium and interest, respectively;
and

       

      THIRD: to
the Company.

       

      The
Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10.  At least 15 days
before such record date, the Trustee shall mail to each Securityholder a notice
that states the record date, the payment date and amount to be
paid.

       

      6.11           UNDERTAKING
FOR COSTS.

       

      In any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken or omitted by it as Trustee, a
court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant. This Section 6.11 does not
apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 or a
suit by Holders of more than 10% in principal amount of the Securities of a
Series then outstanding.

       

      ARTICLE
7

       

      TRUSTEE

       

      7.1           DUTIES
OF TRUSTEE.

       

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

       

      (b)           Except
during the continuance of an Event of Default:

       

      (i)      The
Trustee need perform only those duties that are specifically set forth in this
Indenture, and no covenants or obligations shall be implied in this Indenture
against the Trustee.

       

      (c)           In
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture, but, in the case of any such certificates
or opinions which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this
Indenture.

       

      (i)      The
Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except
that:

       

      ·      This
paragraph does not limit the effect of paragraph (b) of this Section
7.1.

       

      ·      The
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts.

       

      
        
           


        

        
          21

          
            

          

        

        
           


        

      

      
         

        ·      The
Trustee shall not
be liable with respect to any action it takes or omits to take in good faith in
accordance with a direction received by it pursuant to Sections 6.2 and
6.5.

      

       

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

       

      (e)           Whether
or not therein expressly so provided, paragraphs (a), (b), (c) and (d) of this
Section 7.1 shall govern every provision of this Indenture that in any way
relates to the Trustee.

       

      (f)           The
Trustee and Paying Agent shall not be liable for interest on any money received
by either of them, except as the Trustee and Paying Agent may agree in writing
with the Company.  Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by the
law.

       

      (g)           The
Paying Agent, the Registrar and any authenticating agent shall be entitled to
the protections, immunities and standard of care set forth in paragraphs (a),
(b), (c), (d) and (f) of this Section 7.1 and in Section 7.2 with respect to the
Trustee.

       

      7.2           RIGHTS
OF TRUSTEE.

       

      (a)           Subject
to Section 7.1:

      

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

         

        (ii)          Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel, or both, which shall conform to the
provisions of Section 10.5.  The Trustee shall be protected and shall
not be liable for any action it takes or omits to take in good faith in reliance
on such certificate or opinion.

         

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

         

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

         

        (v)          The
Trustee may consult with counsel reasonably acceptable to the Trustee, which may
be counsel to the Company, and the advice or opinion of such counsel as to
matters of law shall be full and complete authorization and protection from
liability in respect of any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such
counsel.

         

        (vi)         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
Holders pursuant to the provisions of this Indenture, unless such Holders shall
have offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby.

         

        (vii)        The
Trustee shall not be deemed to have knowledge of any fact or matter (including,
without limitation, a Default or Event of Default) unless such fact or matter is
known to a Responsible Officer of the Trustee.

         

        (viii)       Unless
otherwise expressly provided herein or in the Securities of a Series or the
related Board Resolution, supplemental indenture or Officers’ Certificate, the
Trustee shall not have any responsibility with respect to reports, notices,
certificates or other documents filed with it hereunder, except to make them
available for inspection, at reasonable times, by Securityholders, it being
understood that delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee’s receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (except as set forth in Section
4.4).

        

          
            
               


            

            
              22

              
                

              

            

            
               


            

          

        

         

        
          7.3    
      INDIVIDUAL
RIGHTS OF TRUSTEE.

        

      

       

      The
Trustee in its individual or any other capacity may become the owner or pledgee
of Securities, and may make loans to, accept deposits from, perform services for
or otherwise deal with the Company, or any Affiliate thereof, with the same
rights it would have if it were not Trustee.  Any Agent may do the
same with like rights.  The Trustee, however, shall be subject to
Sections 7.10 and 7.11.

       

      7.4           TRUSTEE’S
DISCLAIMER.

       

      The
Trustee makes no representation as to the validity or adequacy of this Indenture
or the Securities (except that the Trustee represents that it is duly authorized
to execute and deliver this Indenture and authenticate the Securities and
perform its obligations hereunder), and the Trustee shall not be accountable for
the Company’s use of the proceeds from the sale of Securities or any money paid
to the Company pursuant to the terms of this Indenture, and the Trustee shall
not be responsible for any statement in the Securities other than its
certificates of authentication.

       

      7.5           NOTICE
OF DEFAULT.

       

      If a
Default or an Event of Default occurs and is continuing with respect to the
Securities of any Series, and if it is known to the Trustee, the Trustee shall
mail to each Securityholder of the Securities of that Series notice of the
Default or the Event of Default, as the case may be, within 90 days after it
occurs or, if later, after a Responsible Officer of the Trustee has knowledge of
such Default or Event of Default (except if such Default or Event of Default has
been validly cured or waived before the giving of such notice). Except in the
case of a Default or an Event of Default in payment of the principal of, or
interest or premium, if any, on, any Security of any Series, the Trustee may
withhold the notice if and so long as the Board of Directors of the Trustee, the
executive committee or any trust committee of such board and/or its Responsible
Officers in good faith determine(s) that withholding the notice is in the
interests of the Securityholders of that Series.

       

      7.6           REPORTS
BY TRUSTEE TO HOLDERS.

       

      If and to
the extent required by the TIA, within 60 days after April 1 of each year,
commencing the April 1 following the date of this Indenture, the Trustee shall
mail to each Securityholder a brief report dated as of such April 1 that
complies with TIA Section 313(a).  The Trustee also shall comply with
TIA Sections 313(b) and 313(c).

       

      A copy of
each report at the time of its mailing to Securityholders shall be filed with
the SEC and any stock exchange on which the Securities of that Series are
listed.  The Company shall promptly notify the Trustee when the
Securities of any Series are listed on any stock exchange or any delisting
thereof, and the Trustee shall comply with TIA Section 313(d).

       

      7.7           COMPENSATION
AND INDEMNITY.

       

      The
Company shall pay to the Trustee from time to time reasonable compensation for
its services.  The Trustee’s compensation shall not be limited by any
provision of law on compensation of a trustee of an express
trust.  The Company shall reimburse the Trustee within 45 days after
receipt of request for all reasonable out-of-pocket disbursements and expenses
incurred or made by it in connection with its duties under this Indenture,
including the reasonable compensation, disbursements and expenses of the
Trustee’s agents and counsel.

       

      The
Company shall indemnify the Trustee for, and hold it harmless against, any and
all loss or liability incurred by it in connection with the acceptance or
performance of its duties under this Indenture including the reasonable costs
and expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties
hereunder.  The Trustee shall notify the Company promptly of any claim
asserted against the Trustee for which it may seek indemnity.

       

      The
failure by the Trustee to so notify the Company shall not however relieve the
Company of its obligations.  Notwithstanding the foregoing, the
Company need not reimburse the Trustee for any expense or indemnify it against
any loss or liability incurred by the Trustee through its negligence or bad
faith.  To secure the payment obligations of the Company in this
Section 7.7, the Trustee shall have a lien prior to the Securities of any Series
on all money or property held or collected by the Trustee except such money or
property held in trust to pay the principal of, interest and premium, if any, on
particular Securities of that Series.

       

      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      When the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.1(4) or (5) occurs, the expenses and the compensation for the
services are intended to constitute expenses of administration under any
Bankruptcy Law.

       

      For
purposes of this Section 7.7, the term “Trustee” shall include any trustee
appointed pursuant to this Article 7.

       

      7.8           REPLACEMENT
OF TRUSTEE.

       

      The
Trustee may resign with respect to the Securities of one or more Series by so
notifying the Company in writing at least 90 days in advance of such
resignation.

       

      The
Holders of a majority in principal amount of the outstanding Securities of any
Series may remove the Trustee with respect to that Series by notifying the
removed Trustee in writing and may appoint a successor Trustee with respect to
that Series with the consent of the Company, which consent shall not be
unreasonably withheld.  The Company may remove the Trustee with
respect to that Series at its election if:

       

      (1)           the
Trustee fails to comply with, or ceases to be eligible under, Section
7.10;

       

      (2)           the
Trustee is adjudged a bankrupt or an insolvent, or an order for relief is
entered with respect to the Trustee, under any Bankruptcy Law;

       

      (3)           a
Custodian or other public officer takes charge of the Trustee or its property;
or

       

      (4)           the
Trustee otherwise becomes incapable of acting.

       

      If the
Trustee resigns or is removed, or if a vacancy exists in the office of Trustee,
with respect to any Series of Securities for any reason, the Company shall
promptly appoint, by Board Resolution, a successor Trustee.

       

      If a
successor Trustee with respect to the Securities of one or more Series does not
take office within 60 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Company or the Holders of at least 10% in principal amount
of the outstanding Securities of the applicable Series may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

       

      If the
Trustee with respect to the Securities of one or more Series fails to comply
with Section 7.10, any Securityholder of the applicable Series may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

       

      A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company.  Immediately following such
delivery, (i) the retiring Trustee with respect to one or more Series shall,
subject to its rights under Section 7.7, transfer all property held by it as
Trustee with respect to such Series to the successor Trustee, (ii) the
resignation or removal of the retiring Trustee shall become effective and (iii)
the successor Trustee with respect to such Series shall have all the rights,
powers and duties of the Trustee under this Indenture.  A successor
Trustee with respect to the Securities of one or more Series shall mail notice
of its succession to each Securityholder of such Series.

       

      7.9           SUCCESSOR
TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION.

       

      If the
Trustee, or any Agent, consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust assets to, another corporation,
subject to Section 7.10, the successor corporation without any further act shall
be the successor Trustee or Agent, as the case may be.

       

      7.10           ELIGIBILITY;
DISQUALIFICATION.

       

      The
Indenture shall always have a Trustee who satisfies the requirements of TIA
Sections 310(a)(1), (2) and (5) in every respect.  The Trustee (or in
the case of a Trustee that is a Person included in a bank holding company
system, the related bank holding 

       

      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      company)
shall have a combined capital and surplus of at least $100,000,000 as set forth
in its most recent published annual report of condition.  The Trustee
shall comply with TIA Section 310(b), including the provision in Section
310(b)(1).  In addition, if the Trustee is a Person included in a bank
holding company system, the Trustee, independently of such bank holding company,
shall meet the capital requirements of TIA Section 310(a)(2).  If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 7.10, it shall resign immediately in the manner and
with the effect specified in this Article 7.

       

      7.11           PREFERENTIAL
COLLECTION OF CLAIMS AGAINST COMPANY.

       

      The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b).  A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

       

      7.12           PAYING
AGENTS.

       

      The
Company shall cause each Paying Agent other than the Trustee to execute and
deliver to it and the Trustee an instrument in which such agent shall agree with
the Trustee, subject to the provisions of this Section 7.12:

       

      (1)           that
it will hold all sums held by it as agent for the payment of the principal of,
or interest or premium, if any, on, the Securities (whether such sums have been
paid to it by the Company or by any obligor on the Securities) in trust for the
benefit of Holders of the Securities or the Trustee;

       

      (2)           that
it will at any time during the continuance of any Event of Default, upon written
request from the Trustee, deliver to the Trustee all sums so held in trust by it
together with a full accounting thereof; and

       

      (3)           that
it will give the Trustee written notice within three Business Days after any
failure of the Company (or by any obligor on the Securities) in the payment of
any installment of the principal of, or interest or premium, if any, on, the
Securities when the same shall be due and payable.

       

      ARTICLE
8

       

      AMENDMENTS,
SUPPLEMENTS AND WAIVERS

       

      8.1           WITHOUT
CONSENT OF HOLDERS.

       

      The
Company, when authorized by a Board Resolution, and the Trustee may amend or
supplement this Indenture or the Securities of one or more Series without notice
to or consent of any Securityholder:

       

      (1)           to
comply with Section 5.1;

       

      (2)           to
provide for certificated Securities in addition to uncertificated
Securities;

       

      (3)           to
comply with any requirements of the SEC under the TIA;

       

      (4)           to
cure any ambiguity, defect or inconsistency, or to make any other change herein
or in the Securities that does not materially and adversely affect the rights of
any Securityholder;

       

      (5)           to
provide for the issuance of, and establish the form and terms and conditions of,
Securities of any Series as permitted by this Indenture; or

       

      (6)           to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more Series, and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee.

       

      The
Trustee is hereby authorized to join with the Company in the execution of any
supplemental indenture authorized or permitted by the terms of this Indenture,
and to make any further appropriate agreements and stipulations which may be
therein 


      
        
          
             


          

          
            25

            
              

            

          

          
             


          

        

      

       

      contained,
but the Trustee shall not be obligated to enter into any such supplemental
indenture which adversely affects its own rights, duties or immunities under
this Indenture.

         

        8.2           WITH
CONSENT OF HOLDERS.


      

      (a)           The
Company, when authorized by a Board Resolution, and the Trustee may amend or
supplement this Indenture or the Securities of one or more Series with the
written consent of the Holders of not less than a majority in aggregate
principal amount of the outstanding Securities of such Series affected by such
amendment or supplement without notice to any Securityholder.  The
Holders of not less than a majority in aggregate principal amount of the
outstanding Securities of each such Series affected by such amendment or
supplement may waive compliance by the Company in a particular instance with any
provision of this Indenture or the Securities of such Series without notice to
any Securityholder.  Subject to Section 8.4, without the consent of
each Securityholder affected, however, an amendment, supplement or waiver may
not:

       

      (i)      reduce
the amount of Securities whose Holders must consent to an amendment, supplement
or waiver to this Indenture or the Securities;

       

      (ii)     reduce
the rate of, or change the time for payment of, interest on any
Security;

       

      (iii)    reduce
the principal, or change the Stated Maturity, of any Security, or reduce the
amount of, or postpone the date fixed for, the payment of any sinking fund or
analogous obligation;

       

      (iv)    make
any Security payable in money other than that stated in the
Security;

       

      (v)     change
the amount or time of any payment required by the Securities, or reduce the
premium payable upon any redemption of the Securities, or change the time before
which no such redemption may be made;

       

      (vi)    waive
a Default or Event of Default in the payment of the principal of, or interest or
premium, if any, on, any Security (except a rescission of acceleration of the
Securities of any Series by the Holders of at least a majority in principal
amount of the outstanding Securities of such Series and a waiver of the payment
default that resulted from such acceleration);

       

      (vii)   waive
a redemption payment with respect to any Security, or change any of the
provisions with respect to the redemption of any Securities;

       

      (viii)  make
any changes in Section 6.6 or this Section 8.2, except to increase any
percentage of Securities the Holders of which must consent to any matter;
or

       

      (ix)     take
any other action otherwise prohibited by this Indenture to be taken without the
consent of each Holder affected thereby.

       

      (b)           Upon
the request of the Company, accompanied by a Board Resolution authorizing the
execution of any such supplemental indenture, and upon the receipt by the
Trustee of evidence reasonably satisfactory to the Trustee of the consent of the
Securityholders as aforesaid and of the documents described in Section 8.6, 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, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

       

      (c)           It
shall not be necessary for the consent of the Holders under this section to
approve the particular form of any proposed amendment, supplement or waiver, but
it shall be sufficient if such consent approves the substance
thereof.

       

      After an
amendment or supplement under this Section becomes effective, the Company shall
mail to Securityholders a notice briefly describing the amendment or
supplement.  Any failure of the Company to mail any such notice, or
any defect therein, shall not, however, in any way impair or affect the validity
of any supplemental indenture.

       

      
        
           

        

        
          26

          
            

          

        

        
           

        

         

      

      8.3           COMPLIANCE
WITH TRUST INDENTURE ACT.

       

      Every
amendment to, or supplement of, this Indenture or the Securities shall comply
with the TIA as then in effect.

       

      8.4           REVOCATION
AND EFFECT OF CONSENTS.

       

      Until an
amendment, supplement, waiver or other action becomes effective, a consent to it
by a Holder of a Security is a continuing consent conclusive and binding upon
such Holder and every subsequent Holder of the same Security or portion thereof,
and of any Security issued upon the transfer thereof or in exchange therefor or
in place thereof, even if notation of the consent is not made on any such
Security.  Any such Holder or subsequent Holder, however, may revoke
the consent as to his Security or portion of a Security, if the Trustee receives
the notice of revocation before the date the amendment, supplement, waiver or
other action becomes effective.

       

      The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment, supplement or
waiver, which record date shall be at least 30 days prior to the first
solicitation of such consent.  If a record date is fixed, then,
notwithstanding the preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only such Persons, shall be
entitled to consent to such amendment, supplement or waiver, or to revoke any
consent previously given, whether or not such Persons continue to be Holders
after such record date.

       

      After an
amendment, supplement, waiver or other action becomes effective, it shall bind
every Securityholder, unless it makes a change described in any of clauses (1)
through (9) of Section 8.2.  In that case, the amendment, supplement,
waiver or other action shall bind each Holder of a Security who has consented to
it and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder’s Security; PROVIDED, that any
such waiver shall not impair or affect the right of any Holder to receive
payment of the principal of, and interest and premium, if any, on, a Security,
on or after the respective due dates expressed in such Security, or to bring
suit for the enforcement of any such payment on or after such respective dates
without the consent of such Holder.

       

      8.5           NOTATION
ON OR EXCHANGE OF SECURITIES.

       

      If an
amendment, supplement or waiver changes the terms of a Security of any Series,
the Trustee may request the Holder of such Security to deliver it to the
Trustee.  In such case, the Trustee shall place an appropriate
notation on such Security about the changed terms and return it to the
Holder.  Alternatively, the Company, in exchange for such Security,
may issue, and the Trustee shall authenticate, a new security that reflects the
changed terms.  Failure to make the appropriate notation or issue a
new Security shall not affect the validity and effect of such amendment,
supplement or waiver.

       

      8.6           TRUSTEE
TO SIGN AMENDMENTS, ETC.

       

      The
Trustee shall sign any amendment, supplement or waiver authorized pursuant to
this Article 8 if the amendment, supplement or waiver does not adversely affect
the rights, duties, liabilities or immunities of the Trustee.  If it
does, the Trustee may, but need not, sign it.  In signing or refusing
to sign such amendment, supplement or waiver the Trustee shall be entitled to
receive and, subject to Section 7.1, shall be fully protected in relying upon an
Officers’ Certificate and an Opinion of Counsel stating that such amendment,
supplement or waiver is authorized or permitted by this
Indenture.  The Company may not sign an amendment or supplement until
the Board of Directors of the Company approves it.

       

      ARTICLE
9

       

      DISCHARGE
OF INDENTURE; DEFEASANCE

       

      9.1           DISCHARGE
OF INDENTURE.

       

      The
Company may terminate its obligations under the Securities of any Series and
this Indenture with respect to such Series, except the obligations referred to
in the last paragraph of this Section 9.1, if there shall have been canceled by
the Trustee, or delivered to the Trustee for cancellation, all Securities of
such Series theretofore authenticated and delivered (other than any Securities
of such Series that are asserted to have been destroyed, lost or stolen and that
shall have been replaced as provided in Section 2.8) and the Company has paid
all sums payable by it hereunder or deposited all required sums with the
Trustee.

       

      
        
           

        

        
          27

          
            

          

        

        
           

        

         

      

      After
such delivery the Trustee upon request shall acknowledge in a writing prepared
by or on behalf of the Company the discharge of the Company’s obligations under
the Securities of such Series and this Indenture, except for those surviving
obligations specified below.

       

      Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
in Sections 7.7, 9.5 and 9.6 shall survive.

       

      9.2           LEGAL
DEFEASANCE.

       

      The
Company may at its option, by Board Resolution, be discharged from its
obligations with respect to the Securities of any Series on the date upon which
the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal
Defeasance”).  For this purpose, such Legal Defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Securities of such Series and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall, subject to
Section 9.6, execute proper instruments acknowledging the same, as are delivered
to it by the Company), except for the following, which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of Holders of
outstanding Securities of such Series to receive solely from the trust funds
described in Section 9.4 and as more fully set forth in such section, payments
in respect of the principal of, and interest and premium, if any, on, the
Securities of such Series when such payments are due, (B) the Company’s
obligations with respect to the Securities of such Series under Sections 2.4,
2.5, 2.6, 2.7, 2.8 and 2.9, (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder (including claims of, or payments to, the
Trustee under or pursuant to Section 7.7) and (D) this Article 9. Subject to
compliance with this Article 9, the Company may exercise its option under this
Section 9.2 with respect to the Securities of any Series notwithstanding the
prior exercise of its option under Section 9.3 below with respect to the
Securities of such Series.

       

      9.3           COVENANT
DEFEASANCE.

       

      At the
option of the Company, pursuant to a Board Resolution, the Company shall be
released from its obligations with respect to the outstanding Securities of any
Series under Sections 4.2 through 4.5, inclusive, and Section 5.1, with respect
to the outstanding Securities of such Series, on and after the date the
conditions set forth in Section 9.4 are satisfied (hereinafter, “Covenant
Defeasance”).  For this purpose, such Covenant Defeasance means that
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such specified section or
portion thereof, whether directly or indirectly by reason of any reference
elsewhere herein to any such specified Section or portion thereof or by reason
of any reference in any such specified section or portion thereof to any other
provision herein or in any other document, but the remainder of this Indenture
and the Securities of any Series shall be unaffected thereby.

       

      9.4           CONDITIONS
TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

       

      The
following shall be the conditions to application of Section 9.2 or Section 9.3
to the outstanding Securities of a Series:

       

      (1)           the
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 7.10 who
shall agree to comply with the provisions of this Article 9 applicable to it) as
funds in trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of
the Securities, (A) money in an amount, or (B) U.S. Government Obligations or
Foreign Government Obligations which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide, not
later than the due date of any payment, money in an amount, or (C) 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 and discharge, and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge, the principal
of, and accrued interest and premium, if any, on, the outstanding Securities of
such Series at the Stated Maturity of such principal, interest or premium, if
any, or on dates for payment and redemption of such principal, interest and
premium, if any, selected in accordance with the terms of this Indenture and of
the Securities of such Series;

       

      (2)           no
Event of Default or Default with respect to the Securities of such Series shall
have occurred and be continuing on the date of such deposit, or shall have
occurred and be continuing at any time during the period ending on the 91st day
after the date of such deposit or, if longer, ending on the day following the
expiration of the longest preference period under any Bankruptcy Law applicable
to the Company in respect of such deposit as specified in the Opinion of Counsel
identified in paragraph (8) below (it being understood that this condition shall
not be deemed satisfied until the expiration of such period);

       

      
        
           

        

        
          28

          
            

          

        

        
           

        

         

      

      (3)           such
Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a
conflicting interest for purposes of the TIA with respect to any securities of
the Company;

       

      (4)           such
Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute default under, any other agreement or instrument to
which the Company is a party or by which it is bound;

       

      (5)           the
Company shall have delivered to the Trustee an Opinion of Counsel stating that,
as a result of such Legal Defeasance or Covenant Defeasance, neither the trust
nor the Trustee will be required to register as an investment company under the
Investment Company Act of 1940, as amended;

       

      (6)           in
the case of an election under Section 9.2, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (i) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling to
the effect that or (ii) there has been a change in any applicable Federal income
tax law with the effect that, and such opinion shall confirm that, the Holders
of the outstanding Securities of such Series or Persons in their positions will
not recognize income, gain or loss for Federal income tax purposes solely as a
result of such Legal Defeasance and will be subject to Federal income tax on the
same amounts, in the same manner, including as a result of prepayment, and at
the same times as would have been the case if such Legal Defeasance had not
occurred;

       

      (7)           in
the case of an election under Section 9.3, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of the
outstanding Securities of such Series will not recognize income, gain or loss
for Federal income tax purposes as a result of such Covenant Defeasance, and
will be subject to Federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Covenant Defeasance
had not occurred;

       

      (8)           the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for in
this Article 9 relating to either the Legal Defeasance under Section 9.2 or the
Covenant Defeasance under Section 9.3 (as the case may be) have been complied
with;

       

      (9)           the
Company shall have delivered to the Trustee an Officers’ Certificate stating
that the deposit under clause (1) was not made by the Company with the intent of
defeating, hindering, delaying or defrauding any creditors of the Company or
others; and

       

      (10)         the
Company shall have paid, or duly provided for payment under terms mutually
satisfactory to the Company and the Trustee, all amounts then due to the Trustee
pursuant to Section 7.7.

       

      9.5           DEPOSITED
MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER
MISCELLANEOUS PROVISIONS.

       

      All
money, U.S. Government Obligations and Foreign Government Obligations (including
the proceeds thereof) deposited with the Trustee pursuant to Section 9.4 in
respect of the outstanding Securities shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent as the
Trustee may determine, to the Holders of such Securities, of all sums due and to
become due thereon in respect of principal, accrued interest and premium, if
any, but such money need not be segregated from other funds except to the extent
required by law.

       

      The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations and Foreign
Government Obligations deposited pursuant to Section 9.4 or the principal,
interest and premium, if any, received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of the
outstanding Securities.

       

      Anything
in this Article 9 to the contrary notwithstanding, but subject to payment of any
of its outstanding fees and expenses, the Trustee shall deliver or pay to the
Company from time to time upon Company Request any money, U.S. Government
Obligations or Foreign Government Obligations held by the Trustee as provided in
Section 9.4 which, in the opinion of a nationally-recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

       

      
        
           

        

        
          29

          
            

          

        

        
           

        

         

      

      9.6           REINSTATEMENT.

       

      If the
Trustee or Paying Agent is unable to apply any money, U.S. Government
Obligations or Foreign Government Obligations in accordance with Section 9.1,
9.2, 9.3 or 9.4 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company’s obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article 9 until such time as the Trustee
or Paying Agent is permitted to apply all such money, U.S. Government
Obligations or Foreign Government Obligations, as the case may be, in accordance
with Section 9.1, 9.2, 9.3 or 9.4; PROVIDED, HOWEVER, that if the Company has
made any payment of principal of, or accrued interest or premium, if any, on,
any Securities because of the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Securities to receive
such payment from the money, U.S. Government Obligations or Foreign Government
Obligations held by the Trustee or Paying Agent.

       

      9.7           MONEYS
HELD BY PAYING AGENT.

       

      In
connection with the satisfaction and discharge of this Indenture, all moneys
then held by any Paying Agent under the provisions of this Indenture shall, upon
demand of the Company, be paid to the Trustee, or, if sufficient moneys have
been deposited pursuant to Section 9.1, to the Company, and thereupon such
Paying Agent shall be released from all further liability with respect to such
moneys.

       

      9.8           MONEYS
HELD BY TRUSTEE.

       

      Any
moneys deposited with the Trustee or any Paying Agent or then held by the
Company in trust for the payment of the principal of, or interest or premium, if
any, on, any Security that are not applied but remain unclaimed by the Holder of
such Security for two years after the date upon which the principal of, or
interest or premium, if any, on, such Security shall have respectively become
due and payable shall be repaid to the Company upon Company Request, or if such
moneys are then held by the Company in trust, such moneys shall be released from
such trust; and the Holder of such Security entitled to receive such payment
shall thereafter, as an unsecured general creditor, look only to the Company for
the payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money shall thereupon cease; PROVIDED, HOWEVER, that the
Trustee or any such Paying Agent, before being required to make any such
repayment, may, at the expense of the Company, either mail to each
Securityholder affected, at the address shown in the register of the Securities
maintained by the Registrar, or cause to be published once a week for two
successive weeks, in a newspaper published in the English language, customarily
published each Business Day and of general circulation in the City of New York,
New York, a notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
mailing or publication, any unclaimed balance of such moneys then remaining will
be repaid to the Company. After payment to the Company or the release of any
money held in trust by the Company, Securityholders entitled to the money must
look only to the Company for payment as general creditors, unless applicable
abandoned property law designates another Person.

       

      ARTICLE
10

       

      MISCELLANEOUS

       

      10.1           TRUST
INDENTURE ACT CONTROLS.

       

      If any
provision of this Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Indenture by the TIA, the
required provision shall control.  If any provision of this Indenture
modifies or excludes any provision of the TIA which may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

       

      10.2           NOTICES.

       

      Any
notice or communication shall be given in writing and delivered in Person, sent
by facsimile (and receipt confirmed by telephone or electronic transmission
report), delivered by commercial courier service or mailed by first-class mail,
postage prepaid, addressed as follows:

       

      
        
           

        

        
          30

          
            

          

        

        
           

        

         

      

      
        If to the
Company:

         

        Reading
International, Inc.

         

        500
Citadel Drive

        Suite
300

        Commerce,
California 90040

        Facsimile:
(213) 235-2229

        Attention:
Chief Financial Officer

        


        Copy
to:

        TroyGould
PC

        1801
Century Park East, 16th
Floor

        Los
Angeles, California 90067

        Facsimile:
(310) 201-4746

        Attention:
Dale E. Short, Esq.

      

      


      If to the
Trustee:

       

                     __________________________

                    
__________________________

                    
__________________________

                    
__________________________


      The
Company or the Trustee by written notice to the other may designate additional
or different addresses for subsequent notices or communications.  Any
notice or communication to the Company or the Trustee shall be deemed to have
been given or made as of the date so delivered if personally delivered; when
receipt is confirmed by telephone or electronic transmission report, if sent by
facsimile; and three Business Days after mailing if sent by registered or
certified mail, postage prepaid (except that a notice of change of address shall
not be deemed to have been given until actually received by the
addressee).

       

      Any
notice or communication mailed to a Securityholder shall be mailed to such
Securityholder by first-class mail, postage prepaid, at such Securityholder’s
address shown on the register kept by the Registrar.

       

      Failure
to mail, or any defect in, a notice or communication to a Securityholder shall
not affect its sufficiency with respect to other Securityholders.  If
a notice or communication to a Securityholder is mailed in the manner provided
above, it shall be deemed duly given, three Business Days after such mailing,
whether or not the addressee receives it.

       

      In case
by reason of the suspension of regular mail service, or by reason of any other
cause, it shall be impossible to mail any notice as required by this Indenture,
then such method of notification as shall be made with the approval of the
Trustee shall constitute a sufficient mailing of such notice.

       

      In the
case of Global Securities, notices or communications to be given to
Securityholders shall be given to the Depository, in accordance with its
applicable policies as in effect from time to time.

       

      In
addition to the manner provided for in the foregoing provisions, notices or
communications to Securityholders shall be given by the Company by release made
to Reuters Economic Services and Bloomberg Business News.

       

      10.3           COMMUNICATIONS
BY HOLDERS WITH OTHER HOLDERS.

       

      Securityholders
of any Series may communicate pursuant to TIA Section 312(b) with other
Securityholders of that Series or any other Series with respect to their rights
under this Indenture or the Securities of that Series or any other
Series.  The Company, the Trustee, the Registrar and any other Person
shall have the protection of TIA Section 312(c).

       

      
        
           

        

        
          31

          
            

          

        

        
           

        

         

      

      10.4           CERTIFICATE
AND OPINION AS TO CONDITIONS PRECEDENT.

       

      Upon any
request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee:

       

      (1)           an
Officers’ Certificate (which shall include the statements set forth in Section
10.5 below) stating that, in the opinion of the signers, all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with; and

       

      (2)           an
Opinion of Counsel (which shall include the statements set forth in Section 10.5
below) stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.

       

      10.5           STATEMENT
REQUIRED IN CERTIFICATE AND OPINION.

       

      Each
certificate and opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than pursuant to Section 4.4) shall
include:

       

      (1)           a
statement that the Person making such certificate or opinion has read such
covenant or condition;

       

      (2)           a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;

       

      (3)           a
statement that, in the opinion of such Person, it or he has made such
examination or investigation as is necessary to enable it or him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

       

      (4)           a
statement as to whether or not, in the opinion of such Person, such covenant or
condition has been complied with.

       

      10.6           RULES
BY TRUSTEE AND AGENTS.

       

      The
Trustee may make reasonable rules for action by or at meetings of
Securityholders.  The Registrar and Paying Agent may make reasonable
rules for their functions.

       

      10.7           BUSINESS
DAYS; LEGAL HOLIDAYS; PLACE OF PAYMENT.

       

      A
“Business Day” is a day that is not a Legal Holiday.  A “Legal
Holiday” is a Saturday, a Sunday, a federally-recognized holiday or a day on
which banking institutions are not authorized or required by law, regulation or
executive order to be open in the State of New York.

       

      If a
payment date is a Legal Holiday at a Place of Payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.  “Place of Payment”
means the place or places where the principal of, and interest and premium, if
any, on, the Securities of a Series are payable as specified as contemplated by
Section 2.2.  If the regular record date is a Legal Holiday, the
record date shall not be affected.

       

      10.8           GOVERNING
LAW.

       

      THIS
INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND
PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS
OF LAW.

       

      10.9           NO
ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

       

      This
Indenture may not be used to interpret another indenture, loan, security or debt
agreement of the Company or any Subsidiary thereof.  No such
indenture, loan, security or debt agreement may be used to interpret this
Indenture.

       

      
        
           

        

        
          32

          
            

          

        

        
           

        

         

      

      10.10           NO
RECOURSE AGAINST OTHERS.

       

      A
director, officer, employee, stockholder or incorporator, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture.  Each Securityholder by accepting a
Security waives and releases all such liability.  Such waiver and
release are part of the consideration for the issuance of the
Securities.

       

      10.11           SUCCESSORS.

       

      All
covenants and agreements of the Company in this Indenture and the Securities
shall bind the Company’s successors and assigns, whether so expressed or
not.  All agreements of the Trustee, any additional trustee and any
Paying Agents in this Indenture shall bind their respective successors and
assigns.

       

      10.12           MULTIPLE
COUNTERPARTS.

       

      The
parties may sign multiple counterparts of this Indenture.  Each signed
counterpart shall be deemed an original, but all of them together represent one
and the same agreement.

       

      10.13           TABLE
OF CONTENTS, HEADINGS, ETC.

       

      The table
of contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.

       

      10.14           SEVERABILITY.

       

      Each
provision of this Indenture shall be considered separable, and if for any reason
any provision which is not essential to the effectuation of the basic purpose of
this Indenture or the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby, and a Holder shall have no claim
therefor against any party hereto.

       

      10.15           SECURITIES
IN A FOREIGN CURRENCY OR IN EUROS.

       

      Unless
otherwise specified in a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate delivered pursuant to Section 2.2 with respect to a
particular Series of Securities, whenever for purposes of this Indenture any
action may be taken by the Holders of a specified percentage in aggregate
principal amount of Securities of all Series or all Series affected by a
particular action at the time outstanding and, at such time, there are
outstanding Securities of any Series which are denominated in a coin or currency
other than Dollars (including Euros), then the principal amount of Securities of
such Series which shall be deemed to be outstanding for the purpose of taking
such action shall be that amount of Dollars that could be obtained for such
amount at the Market Exchange Rate at such time. For purposes of this Section
10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York
City for cable transfers of that currency as published by the Federal Reserve
Bank of New York; PROVIDED, HOWEVER, in the case of Euros, Market Exchange Rate
shall mean the rate of exchange determined by the Commission of the European
Union (or any successor thereto) as published in the Official Journal of the
European Union (such publication or any successor publication, the “Journal”).
If such Market Exchange Rate is not available for any reason with respect to
such currency, the Trustee shall use, in its sole discretion and without
liability on its part, such quotation of the Federal Reserve Bank of New York
or, in the case of Euros, the rate of exchange as published in the Journal, as
of the most recent available date, or quotations or, in the case of Euros, rates
of exchange from one or more major banks in New York City or in the country of
issue of the currency in question or, in the case of Euros, in Luxembourg or
such other quotations or, in the case of Euros, rates of exchange as the
Trustee, upon consultation with the Company, shall deem appropriate. The
provisions of this paragraph shall apply in determining the equivalent principal
amount in respect of Securities of a Series denominated in currency other than
Dollars in connection with any action taken by Holders of Securities pursuant to
the terms of this Indenture.

       

      All
decisions and determinations of the Trustee regarding the Market Exchange Rate
or any alternative determination provided for in the preceding paragraph shall
be in the Trustee’s sole discretion, and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Company and all Holders.

       

      
        
           

        

        
          33

          
            

          

        

        
           

        

         

      

      10.16           JUDGMENT
CURRENCY.

       

      The
Company agrees, to the fullest extent that it may effectively do so under
applicable law, that (a) if for the purpose of obtaining judgment in any court
it is necessary to convert the sum due in respect of the principal of, or
interest or premium, if any, or other amount on, the Securities of any Series
(the “Required Currency”) into a currency in which a judgment will be rendered
(the “Judgment Currency”), the rate of exchange used shall be the rate at which,
in accordance with normal banking procedures, the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the day on
which final unappealable judgment is entered, unless such day is not a Business
Day, in which instance, the rate of exchange used shall be the rate at which, in
accordance with normal banking procedures, the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the
Business Day preceding the day on which final unappealable judgment is entered
and (b) its obligations under this Indenture to make payments in the Required
Currency (i) shall not be discharged or satisfied by any tender or any recovery
pursuant to any judgment (whether or not entered in accordance with subsection
(a)) in any currency other than the Required Currency, except to the extent that
such tender or recovery shall result in the actual receipt, by the payee, of the
full amount of the Required Currency expressed to be payable in respect of such
payments, (ii) shall be enforceable as an alternative or additional cause of
action for the purpose of recovering in the Required Currency the amount, if
any, by which such actual receipt shall fall short of the full amount of the
Required Currency so expressed to be payable and (iii) shall not be affected by
judgment being obtained for any other sum due under this Indenture.

       

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

       

      
        	 
      	
                READING
      INTERNATIONAL, INC.

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                By:  ___________________________         

              
	 
      	
                Name:                 

              
	 
      	
                Title:          

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                [NAME
      OF TRUSTEE]

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                By:  ___________________________             

              
	 
      	
                Name:                 

              
	 
      	
                Title:          

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                By:    _______________________   

              
	 
      	
                Name:                     

              
	 
      	
                Title:          

              


      

       

      
        
           


        

        
          34