Exhibit 4.4

     

    TRANSWITCH
CORPORATION,

    as
Issuer,

     

    and

     

    


    as
Trustee

     

    INDENTURE

     

    Dated
as of ____________, 20__


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	 
      	
                                  Page

                                
	 
      	 
      	 
      
	
                                  ARTICLE
      ONE DEFINITIONS AND INCORPORATION BY REFERENCE

                                	
                                  1

                                
	 
      	 
      
	
                                  Section
      1.01.

                                	
                                  Definitions.

                                	
                                  1

                                
	
                                  Section
      1.02.

                                	
                                  Other
      Definitions.

                                	
                                  6

                                
	
                                  Section
      1.03.

                                	
                                  Incorporation
      by Reference of Trust Indenture Act.

                                	
                                  6

                                
	
                                  Section
      1.04.

                                	
                                  Rules of
      Construction.

                                	
                                  7

                                
	 	 	 
	
                                  ARTICLE
      TWO THE SECURITIES

                                	
                                  7

                                
	 
      	 
      
	
                                  Section
      2.01.

                                	
                                  Issuable
      in Series.

                                	
                                  7

                                
	
                                  Section
      2.02.

                                	
                                  Establishment
      of Terms of Series of Securities.

                                	
                                  7

                                
	
                                  Section
      2.03.

                                	
                                  Execution
      and Authentication.

                                	
                                  9

                                
	
                                  Section
      2.04.

                                	
                                  Registrar
      and Paying Agent.

                                	
                                  10

                                
	
                                  Section
      2.05.

                                	
                                  Paying
      Agent to Hold Assets in Trust.

                                	
                                  10

                                
	
                                  Section
      2.06.

                                	
                                  Holder
      Lists.

                                	
                                  11

                                
	
                                  Section
      2.07.

                                	
                                  Transfer
      and Exchange.

                                	
                                  11

                                
	
                                  Section
      2.08.

                                	
                                  Replacement
      Securities.

                                	
                                  11

                                
	
                                  Section
      2.09.

                                	
                                  Outstanding
      Securities.

                                	
                                  12

                                
	
                                  Section
      2.10.

                                	
                                  Treasury
      Securities.

                                	
                                  12

                                
	
                                  Section
      2.11.

                                	
                                  Temporary
      Securities.

                                	
                                  12

                                
	
                                  Section
      2.12.

                                	
                                  Cancellation.

                                	
                                  13

                                
	
                                  Section
      2.13.

                                	
                                  Defaulted
      Interest.

                                	
                                  13

                                
	
                                  Section
      2.14.

                                	
                                  Global
      Securities.

                                	
                                  13

                                
	
                                  Section
      2.15.

                                	
                                  CUSIP
      and ISIN Numbers.

                                	
                                  14

                                
	 	 	 
	
                                  ARTICLE 
      THREE
      REDEMPTION

                                	
                                  14

                                
	 
      	 
      
	
                                  Section
      3.01.

                                	
                                  Notices
      to Trustee.

                                	
                                  14

                                
	
                                  Section
      3.02.

                                	
                                  Selection
      of Securities to be Redeemed.

                                	
                                  14

                                
	
                                  Section
      3.03.

                                	
                                  Notice
      of Redemption.

                                	
                                  15

                                
	
                                  Section
      3.04.

                                	
                                  Effect
      of Notice of Redemption.

                                	
                                  15

                                
	
                                  Section
      3.05.

                                	
                                  Deposit
      of Redemption Price.

                                	
                                  15

                                
	
                                  Section
      3.06.

                                	
                                  Securities
      Redeemed in Part.

                                	
                                  15

                                
	 	 	 
	
                                  ARTICLE FOUR
      COVENANTS

                                	
                                  16

                                
	 
      	 
      
	
                                  Section
      4.01.

                                	
                                  Payment
      of Principal and Interest.

                                	
                                  16

                                
	
                                  Section
      4.02.

                                	
                                  Maintenance
      of Office or Agency.

                                	
                                  16

                                
	
                                  Section
      4.03.

                                	
                                  Corporate
      Existence.

                                	
                                  16

                                
	
                                  Section
      4.04.

                                	
                                  Compliance
      Certificate.

                                	
                                  16

                                
	
                                  Section
      4.05.

                                	
                                  Waiver
      of Stay, Extension or Usury Laws.

                                	
                                  17

                                
	
                                  Section
      4.06.

                                	
                                  SEC
      Reports.

                                	
                                  17

                                
	 	 	 
	
                                  ARTICLE
      FIVE SUCCESSOR CORPORATION

                                	
                                  17

                                
	 
      	 
      
	
                                  Section
      5.01.

                                	
                                  Merger,
      Consolidation, or Sale of Assets.

                                	
                                  17

                                
	 	 	 
	
                                  ARTICLE
      SIX DEFAULT AND REMEDIES

                                	
                                  18

                                
	 
      	 
      
	
                                  Section
      6.01.

                                	
                                  Events
      of Default.

                                	
                                  18

                                
	
                                  Section
      6.02.

                                	
                                  Acceleration.

                                	
                                  19

                                
	
                                  Section
      6.03.

                                	
                                  Other
      Remedies.

                                	
                                  20

                                
	
                                  Section
      6.04.

                                	
                                  Waiver
      of Past Defaults.

                                	
                                  20

                                
	
                                  Section
      6.05.

                                	
                                  Control
      by Majority.

                                	
                                  20

                                
	
                                  Section
      6.06.

                                	
                                  Limitation
      on Suits.

                                	
                                  20

                                
	
                                  Section
      6.07.

                                	
                                  Rights
      of Holders to Receive Payment.

                                	
                                  21

                                
	
                                  Section
      6.08.

                                	
                                  Collection
      Suit by Trustee.

                                	
                                  21

                                


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    Section
      6.09.

                  	
                    Trustee
      May File Proofs of Claim.

                  	
                    21

                  
	
                    Section
      6.10.

                  	
                    Priorities.

                  	
                    21

                  
	
                    Section
      6.11.

                  	
                    Undertaking
      for Costs.

                  	
                    22

                  
	 
      	 
      	 
      
	
                    ARTICLE
      SEVEN TRUSTEE

                  	
                    22

                  
	 
      	 
      
	
                    Section
      7.01.

                  	
                    Duties
      of Trustee.

                  	
                    22

                  
	
                    Section
      7.02.

                  	
                    Rights
      of Trustee.

                  	
                    23

                  
	
                    Section
      7.03.

                  	
                    Individual
      Rights of Trustee.

                  	
                    24

                  
	
                    Section
      7.04.

                  	
                    Trustee’s
      Disclaimer.

                  	
                    24

                  
	
                    Section
      7.05.

                  	
                    Notice
      of Default.

                  	
                    24

                  
	
                    Section
      7.06.

                  	
                    Reports
      by Trustee to Holders.

                  	
                    24

                  
	
                    Section
      7.07.

                  	
                    Compensation
      and Indemnity.

                  	
                    24

                  
	
                    Section
      7.08.

                  	
                    Replacement
      of Trustee.

                  	
                    25

                  
	
                    Section
      7.09.

                  	
                    Successor
      Trustee by Merger, Etc.

                  	
                    26

                  
	
                    Section
      7.10.

                  	
                    Eligibility;
      Disqualification.

                  	
                    26

                  
	
                    Section
      7.11.

                  	
                    Preferential
      Collection of Claims Against the Issuer.

                  	
                    26

                  
	 
      	 
      	 
      
	
                    ARTICLE
      EIGHT DISCHARGE OF INDENTURE; DEFEASANCE

                  	
                    26

                  
	 
      	 
      
	
                    Section
      8.01.

                  	
                    Termination
      of the Issuer’s Obligations.

                  	
                    26

                  
	
                    Section
      8.02.

                  	
                    Legal
      Defeasance and Covenant Defeasance.

                  	
                    27

                  
	
                    Section
      8.03.

                  	
                    Conditions
      to Legal Defeasance or Covenant Defeasance.

                  	
                    28

                  
	
                    Section
      8.04.

                  	
                    Application
      of Trust Money.

                  	
                    29

                  
	
                    Section
      8.05.

                  	
                    Repayment
      to the Issuer.

                  	
                    29

                  
	
                    Section
      8.06.

                  	
                    Reinstatement.

                  	
                    29

                  
	 
      	 
      	 
      
	
                    ARTICLE
      NINE AMENDMENTS, SUPPLEMENTS AND WAIVERS

                  	
                    30

                  
	 
      	 
      
	
                    Section
      9.01.

                  	
                    Without
      Consent of Holders.

                  	
                    30

                  
	
                    Section
      9.02.

                  	
                    With
      Consent of Holders.

                  	
                    31

                  
	
                    Section
      9.03.

                  	
                    Compliance
      with the Trust Indenture Act.

                  	
                    32

                  
	
                    Section
      9.04.

                  	
                    Revocation
      and Effect of Consents.

                  	
                    32

                  
	
                    Section
      9.05.

                  	
                    Notation
      on or Exchange of Securities.

                  	
                    32

                  
	
                    Section
      9.06.

                  	
                    Trustee
      To Sign Amendments, Etc.

                  	
                    32

                  
	
                    Section
      9.07.

                  	
                    Trustee
      Protected.

                  	
                    32

                  
	 
      	 
      	 
      
	
                    ARTICLE
      TEN MISCELLANEOUS

                  	
                    33

                  
	 
      	 
      
	
                    Section
      10.01.

                  	
                    Trust
      Indenture Act Controls.

                  	
                    33

                  
	
                    Section
      10.02.

                  	
                    Notices.

                  	
                    33

                  
	
                    Section
      10.03.

                  	
                    Communications
      by Holders with Other Holders.

                  	
                    34

                  
	
                    Section
      10.04.

                  	
                    Certificate
      and Opinion as to Conditions Precedent.

                  	
                    34

                  
	
                    Section
      10.05.

                  	
                    Statements
      Required in Certificate or Opinion.

                  	
                    34

                  
	
                    Section
      10.06.

                  	
                    Rules by
      Trustee and Agents.

                  	
                    35

                  
	
                    Section
      10.07.

                  	
                    Legal
      Holidays.

                  	
                    35

                  
	
                    Section
      10.08.

                  	
                    Governing
      Laws.

                  	
                    35

                  
	
                    Section
      10.09.

                  	
                    No
      Adverse Interpretation of Other Agreements.

                  	
                    35

                  
	
                    Section
      10.10.

                  	
                    No
      Recourse Against Others.

                  	
                    35

                  
	
                    Section
      10.11.

                  	
                    Successors.

                  	
                    35

                  
	
                    Section
      10.12.

                  	
                    Duplicate
      Originals.

                  	
                    35

                  
	
                    Section
      10.13.

                  	
                    Severability.

                  	
                    35

                  
	
                    Section
      10.14.

                  	
                    Securities
      in a Foreign Currency or in ECU.

                  	
                    36

                  
	
                    Section
      10.15.

                  	
                    Judgment
      Currency.

                  	
                    36

                  
	 
      	 
      	 
      
	
                    ARTICLE
      ELEVEN SINKING FUNDS

                  	
                    36

                  
	 
      	 
      
	
                    Section
      11.01.

                  	
                    Applicability
      of Article.

                  	
                    36

                  
	
                    Section
      11.02.

                  	
                    Satisfaction
      of Sinking Fund Payments with Securities.

                  	
                    37

                  
	
                    Section
      11.03.

                  	
                    Redemption
      of Securities for Sinking Fund.

                  	
                    37

                  


          

        

      

    

     

    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    CROSS-REFERENCE
TABLE

     

    
      
        	
                Trust
      Indenture Act Section

              	 
      	
                Indenture
      Section

              
	
                §
      310(a)(1)

              	 
      	
                7.10

              
	
                (a)(2)

              	 
      	
                7.10

              
	
                (a)(3)

              	 
      	
                Not
      Applicable

              
	
                (a)(4)

              	 
      	
                Not
      Applicable

              
	
                (a)(5)

              	 
      	
                7.10

              
	
                (b)

              	 
      	
                7.10

              
	
                (c)

              	 
      	
                Not
      Applicable

              
	
                §
      311(a)

              	 
      	
                7.11

              
	
                (b)

              	 
      	
                7.11

              
	
                (c)

              	 
      	
                Not
      Applicable

              
	
                §
      312(a)

              	 
      	
                2.06

              
	
                (b)

              	 
      	
                10.03

              
	
                (c)

              	 
      	
                10.03

              
	
                §
      313(a)

              	 
      	
                7.06

              
	
                (b)

              	 
      	
                7.06

              
	
                (c)

              	 
      	
                7.06

              
	
                (d)

              	 
      	
                7.06

              
	
                §
      314(a)

              	 
      	
                4.04,
      4.06; 10.05

              
	
                (b)

              	 
      	
                Not
      Applicable

              
	
                (c)(1)

              	 
      	
                10.04

              
	
                (c)(2)

              	 
      	
                10.04

              
	
                (c)(3)

              	 
      	
                Not
      Applicable

              
	
                (d)

              	 
      	
                Not
      Applicable

              
	
                (e)

              	 
      	
                10.05

              
	
                (f)

              	 
      	
                Not
      Applicable

              
	
                §
      315(a)

              	 
      	
                7.01

              
	
                (b)

              	 
      	
                7.05

              
	
                (c)

              	 
      	
                7.01

              
	
                (d)

              	 
      	
                7.01

              
	
                (e)

              	 
      	
                6.11

              
	
                §316(a)(1)(A)

              	 
      	
                6.05

              
	
                (a)(1)(B)

              	 
      	
                6.04

              
	
                (a)(2)

              	 
      	
                Not
      Applicable

              
	
                (a)(last
      sentence)

              	 
      	
                2.10

              
	
                (b)

              	 
      	
                6.07

              
	
                (c)

              	 
      	
                9.04

              
	
                §317(a)(1)

              	 
      	
                6.08

              
	
                (a)(2)

              	 
      	
                6.09

              
	
                (b)

              	 
      	
                2.05

              
	
                §
      318(a)

              	 
      	
                10.01

              


      

    

     

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

    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    INDENTURE
dated as of      , 20    
 between TranSwitch Corporation, a Delaware corporation, as Issuer (the
“Issuer”), and, as
trustee (the “Trustee”).

     

    THIS
INDENTURE WITNESSETH

     

    Each
party agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the Holders of the Securities issued under this
Indenture:

     

    ARTICLE
ONE

     

    DEFINITIONS
AND INCORPORATION BY REFERENCE

     

    Section
1.01.              
Definitions.

     

    Set forth
below are certain defined terms used in this Indenture.

     

    “Additional Amounts” means any
additional amounts which are required hereby or by any Security, under
circumstances specified herein or therein, to be paid by the Issuer in respect
of certain taxes imposed on Holders specified herein or therein and which are
owing to such Holders.

     

    “Affiliate” of any Person means
any other Person which directly or indirectly controls or is controlled by, or
is under direct or indirect common control with, the referent Person. For
purposes of this definition, “control” of a Person shall
mean the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise, and “controlling,” “controlled by,” and “under common control” shall
have correlative meanings.

     

    “Agent” means any Registrar,
Paying Agent or Service Agent.

     

    “amend” means to amend,
supplement, restate, amend and restate or otherwise modify; and “amendment” shall have a
correlative meaning.

     

    “asset” means any asset or
property.

     

    “Attributable Indebtedness,”
when used with respect to any Sale and Leaseback Transaction, means, as at the
time of determination, the present value (discounted at a rate equivalent to the
Issuer’s then-current weighted average cost of funds for borrowed money as at
the time of determination, compounded on a semi-annual basis) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in any such Sale and Leaseback Transaction.

     

    “Authorized Newspaper” means a
newspaper in an official language of the country of publication customarily
published at least once a day for at least five (5) days in each calendar
week and of general circulation in the place in connection with which the term
is used. If it shall be impractical in the opinion of the Trustee to make any
publication of any notice required hereby in an Authorized Newspaper, any
publication or other notice in lieu thereof that is made or given by the Trustee
shall constitute a sufficient publication of such notice.

     

    “Bankruptcy Law” means Title 11
of the United States Code, as amended, or any similar federal or state law for
the relief of debtors.

     

    “Bearer Security” means any
Security, including any interest coupon appertaining thereto, that does not
provide for the identification of the Holder thereof.

     

    “Board of Directors” shall
mean, with respect to any Person, (i) in the case of any corporation, the
board of directors of such Person, (ii) in the case of any limited
liability company, the board of managers of such Person, (iii) in the case
of any partnership, the Board of Directors of the general partner of such
Person, and (iv) in any other case, the functional equivalent of the
foregoing.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    “Board Resolution” means a copy
of a resolution certified by the Secretary or an Assistant Secretary of the
Issuer to have been adopted by the Board of Directors of the Issuer or pursuant
to authorization by the Board of Directors of the Issuer and to be in full force
and effect on the date of the certificate and delivered to the
Trustee.

     

    “Business Day” means, unless
otherwise provided by a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate for a particular Series of Securities, a day other
than a Saturday, Sunday or other day on which banking institutions in the City
of New York, New York are authorized or required by law to close.

     

    “Capitalized Lease” means a
lease required to be capitalized for financial reporting purposes in accordance
with GAAP.

     

    “Capitalized Lease Obligations”
of any Person means the obligations of such Person to pay rent or other amounts
under a Capitalized Lease, and the amount of such obligations shall be the
capitalized amount thereof determined in accordance with GAAP.

     

    “Corporate Trust Office” means
the corporate trust office of the Trustee located at , or such other office,
designated by the Trustee by written notice to the Issuer, at which at any
particular time its corporate trust business shall be administered.

     

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

     

    “Default” means (1) any
Event of Default or (2) any event, act or condition that, after notice or
the passage of time 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 Issuer, which Depository shall be a
clearing agency registered under the Exchange Act, and if at any time there is
more than one such Person, “Depository” as used with
respect to the Securities of any Series shall mean the Depository with
respect to the Securities of such Series.

     

    “Discount Security” means any
Security that provides for an amount less than the stated principal amount
thereof to be due and payable upon declaration of acceleration of the maturity
thereof pursuant to Section 6.02.

     

    “Dollars” and “$” means the currency of The
United States of America.

     

    “ECU” means the European
Currency Unit as determined by the Commission of the European
Union.

     

    “Equity Interests” of any
Person means (1) any and all shares or other equity interests (including
common stock, preferred stock, limited liability company interests and
partnership interests) in such Person and (2) all rights to purchase,
warrants or options (whether or not currently exercisable), participations or
other equivalents of or interests in (however designated) such shares or other
interests in such Person.

     

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

     

    “Fair Market Value” means, with
respect to any asset, the price (after taking into account any liabilities
relating to such assets) that would be negotiated in an arm’s-length transaction
for cash between a willing seller and a willing and able buyer, neither of which
is under any compulsion to complete the transaction, as such price is determined
in good faith by the Board of Directors of the Issuer or a duly authorized
committee thereof, as evidenced by a resolution of such Board of Directors or
committee.

     

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


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “GAAP” means generally accepted
accounting principles set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as may be
approved by a significant segment of the accounting profession of the United
States, as in effect from time to time, unless otherwise provided for in a
particular Series of Securities by a Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate.

     

    “Global Security” or “Global Securities” means a
Security or Securities, as the case may be, in the form established pursuant to
Section 2.02 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.

     

    “guarantee” means a direct or
indirect guarantee by any Person of any Indebtedness of any other Person and
includes any obligation, direct or indirect, contingent or otherwise, of such
Person: (1) to purchase or pay (or advance or supply funds for the purchase
or payment of) Indebtedness of such other Person (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services (unless such purchase arrangements are on
arm’s-length terms and are entered into in the ordinary course of business), to
take-or-pay, or to maintain financial statement conditions or otherwise); or
(2) entered into for purposes of assuring in any other manner the obligee
of such Indebtedness of the payment thereof or to protect such obligee against
loss in respect thereof (in whole or in part), and “guarantee,” when used as a
verb, and “guaranteed”
have correlative meanings.

     

    “Hedging Obligations” of any
Person means the obligations of such Person pursuant to (1) any interest
rate swap agreement, interest rate collar agreement or other similar agreement
or arrangement designed to alter the risks to that Person arising from
fluctuations in interest rates, (2) agreements or arrangements designed to
alter the risks to that Person arising from fluctuations in foreign currency
exchange rates in the conduct of its operations, or (3) any forward
contract, commodity swap agreement, commodity option agreement or other similar
agreement or arrangement designed to protect such Person against fluctuations in
commodity prices, in each case entered into in the ordinary course of business
for bona fide hedging purposes and not for the purpose of
speculation.

     

    “Holder” means a Person in
whose name a Security is registered or the holder of a Bearer
Security.

     

    “incur” means, with respect to
any Indebtedness or Obligation, incur, create, issue, assume, guarantee or
otherwise become directly or indirectly liable, contingently or otherwise, with
respect to such Indebtedness or Obligation.

     

    “Indebtedness” of any Person at
any date means, without duplication:

     

    (1)           all
liabilities, contingent or otherwise, of such Person 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);

     

    (2)           all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments;

     

    (3)           all
reimbursement obligations of such Person in respect of letters of credit,
letters of guaranty, bankers’ acceptances and similar credit
transactions;

     

    (4)           all
obligations of such Person to pay the deferred and unpaid purchase price of
property or services, except (i) trade payables and accrued expenses
incurred by such Person in the ordinary course of business in connection with
obtaining goods, materials or services and (ii) customary adjustments of
purchase price, contingent payments, earnout payments or similar obligations of
such Person arising under any of the documents pertaining to any acquisition of
any Person or assets or Equity Interests of any Person or any sale, transfer or
other disposition of assets to any Person;

     

    (5)           all
Capitalized Lease Obligations of such Person;

     

    (6)           all
Indebtedness of others secured by a Lien on any asset of such Person, whether or
not such Indebtedness is assumed by such Person;


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    (7)           all
Indebtedness of others guaranteed by such Person to the extent of such
guarantee;
provided,
however, that Indebtedness of the Issuer or its Subsidiaries that is
guaranteed by the Issuer or the Issuer’s Subsidiaries shall only be counted once
in the calculation of the amount of Indebtedness of the Issuer and its
Subsidiaries on a consolidated basis;

     

    (8)           all
Attributable Indebtedness;

     

    (9)           to
the extent not otherwise included in this definition, Hedging Obligations of
such Person, determined as the net amount of all payments that would be required
to be made in respect thereof in the event of a termination (including an early
termination) on the date of determination; and

     

    (10)         all
obligations of such Person under conditional sale or other title retention
agreements relating to assets purchased by such Person.

     

    The
amount of any Indebtedness which is incurred at a discount to the principal
amount at maturity thereof as of any date shall be deemed to have been incurred
at the accreted value thereof as of such date. The amount of Indebtedness of any
Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described above, the maximum liability of such
Person for any such contingent obligations at such date and, in the case of
clause (6), the lesser of (a) the Fair Market Value of any asset subject to
a Lien securing the Indebtedness of others on the date that the Lien attaches
and (b) the amount of the Indebtedness secured.

     

    “Indenture” means this
Indenture, as amended, supplemented or otherwise modified from time to time in
accordance with the terms hereof, and shall include the form and terms of
particular Series of Securities established as contemplated
hereunder.

     

    “interest” with respect to any
Discount Security which by its terms bears interest only after a Maturity Date,
means interest payable after such Maturity Date.

     

    “Issuer” means the party named
as such above until a successor replaces it and thereafter means the
successor.

     

    “Issuer Order” means a written
order signed in the name of the Issuer by an Officer, who must be the Issuer’s
principal executive officer, principal financial officer or principal accounting
officer.

     

    “Lien” means, with respect to
any asset, any mortgage, deed of trust, lien (statutory or other), pledge,
lease, easement, restriction, charge, security interest or other encumbrance of
any kind or nature in respect of such asset, whether or not filed, recorded or
otherwise perfected under applicable law, including any conditional sale or
other title retention agreement, and any lease in the nature
thereof.

     

    “Maturity Date,” when used with
respect to any Security or installment of principal thereof, means the date on
which the principal of such Security or such 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
repayment or otherwise.

     

    “Obligation” means any
principal, interest, penalties, fees, indemnification, reimbursements, costs,
expenses, damages and other liabilities payable under the documentation
governing any Indebtedness.

     

    “Officer” means any of the
following of the Issuer: the Chairman of the Board of Directors, the Chief
Executive Officer, the President, any Vice President, the Chief Financial
Officer, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant
Secretary.

     

    “Officers’ Certificate” means a
certificate signed by two Officers (on behalf of the Issuer in their
representative capacities, and not in their individual
capacities).


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “Opinion of Counsel” means a
written opinion from legal counsel who is reasonably acceptable to the Trustee.
The counsel may (but need not) be an employee of, or counsel to, the Issuer or
the Trustee.

     

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

     

    “Plan of Liquidation,” with
respect to any Person, means a plan that provides for, contemplates or the
effectuation of which is preceded or accompanied by (whether or not
substantially contemporaneously, in phases or otherwise): (1) the sale,
lease, conveyance or other disposition of all or substantially all of the assets
of such Person otherwise than as an entirety or substantially as an entirety;
and (2) the distribution of all or substantially all of the proceeds of
such sale, lease, conveyance or other disposition of all or substantially all of
the remaining assets of such Person to holders of Equity Interests of such
Person.

     

    “principal” of a Security means
the principal of the Security plus, when appropriate, the premium, if any, on,
and any Additional Amounts in respect of, the Security.

     

    “redeem” means to redeem,
repurchase, purchase, defease, retire, discharge or otherwise acquire or retire
for value, and “redemption” has a correlative
meaning.

     

    “Responsible Officer” means,
when used with respect to the Trustee, any officer in the Corporate Trust Office
or equivalent office, group or department of the Trustee to whom any corporate
trust matter is referred because of such officer’s knowledge of and familiarity
with the particular subject and shall also mean any officer who shall have
direct responsibility for the administration of this Indenture.

     

    “Sale and Leaseback
Transactions” means with respect to any Person an arrangement with any
bank, insurance company or other lender or investor or to which such lender or
investor is a party, providing for the leasing by such Person of any asset of
such Person which has been or is being sold or transferred by such Person to
such lender or investor or to any Person to whom funds have been or are to be
advanced by such lender or investor on the security of such asset.

     

    “SEC” means the U.S. Securities
and Exchange Commission.

     

    “Securities” means the
debentures, notes or other debt instruments of the Issuer of any
Series authenticated and delivered under this Indenture.

     

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

     

    “Series” or “Series of Securities”
means each series of debentures, notes or other debt instruments of the Issuer
created pursuant to Sections 2.01 and 2.02 hereof.

     

    “Stated Maturity” means, with
respect to any installment of interest or principal on any Indebtedness, the
date on which such payment of interest or principal is scheduled to be paid in
the documentation governing such Indebtedness, and shall not include any
contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment
thereof.

     

    “Subsidiary” means, with
respect to any Person:

     

    (1)           any
corporation, limited liability company, association or other business entity of
which more than 50% of the total voting power of the Equity Interests entitled
(without regard to the occurrence of any contingency) to vote in the election of
the Board of Directors thereof are at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person (or a combination thereof); and

     

    (2)           any
partnership (a) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (b) the only general
partners of which are such Person or of one or more Subsidiaries of such Person
(or any combination thereof).


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    Unless
otherwise specified, “Subsidiary” refers to a
Subsidiary of the Issuer.

     

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

     

    “Trustee” means the Person
named as the “Trustee”
in the first paragraph of this instrument until a successor Trustee shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter “Trustee”
shall mean each Person who is then a Trustee hereunder, 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 obligations guaranteed by, the
United States of America, and the payment for which the United States pledges
its full faith and credit.

     

    
      	
              Section
      1.02.

            	
              Other
      Definitions.

            


    

     

    
      
        	
                Term

              	 
      	
                Defined
      in Section

              	 
      
	 
      	 
      	 
      	 
      
	
                “Covenant
      Defeasance”

              	 
      	
                8.02

              	 
      
	
                “Event
      of Default”

              	 
      	
                6.01

              	 
      
	
                “Journal”

              	 
      	
                10.14

              	 
      
	
                “Judgment
      Currency”

              	 
      	
                10.15

              	 
      
	
                “Legal
      Defeasance”

              	 
      	
                8.02

              	 
      
	
                “mandatory
      sinking fund payment”

              	 
      	
                11.01

              	 
      
	
                “Market
      Exchange Rate”

              	 
      	
                10.14

              	 
      
	
                “New
      York Banking Day”

              	 
      	
                10.15

              	 
      
	
                “optional
      sinking fund payment”

              	 
      	
                11.01

              	 
      
	
                “Paying
      Agent”

              	 
      	
                2.04

              	 
      
	
                “Registrar”

              	 
      	
                2.04

              	 
      
	
                “Required
      Currency”

              	 
      	
                10.15

              	 
      
	
                “Service
      Agent”

              	 
      	
                2.04

              	 
      
	
                “Successor”

              	 
      	
                5.01

              	 
      


      

    

     

    
      	
              Section
      1.03.

            	
              Incorporation by
      Reference of Trust Indenture
Act.

            


    

     

    Whenever
this Indenture refers to a provision of the Trust Indenture Act, such provision
is incorporated by reference in, and made a part of, this Indenture. The
following Trust Indenture Act terms used in this Indenture have the following
meanings:

     

    “indenture
securities” means the Securities.

     

    “indenture
security holder” means a Holder.

     

    “indenture
to be qualified” means this Indenture.

     

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

     

    “obligor”
on the indenture securities means the Issuer and any other obligor on the
Securities.

     

    All other
Trust Indenture Act terms used in this Indenture that are defined by the Trust
Indenture Act, defined by Trust Indenture Act reference to another statute or
defined by SEC rule and not otherwise defined herein have the meanings
assigned to them therein.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    Section
1.04.         Rules of
Construction.

     

    Unless
the context otherwise requires:

     

    (1)           a
term has the meaning assigned to it;

     

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

     

    (3)           references
to “generally accepted accounting principles” and “GAAP” shall mean generally
accepted accounting principles or GAAP in effect as of the time and for the
period as to which such accounting principles are to be applied;

     

    (4)           “or”
is not exclusive;

     

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

     

    (6)           all
references in this Indenture to “Articles,” “Sections” and other subdivisions
are to the designated Articles, Sections and provisions of this Indenture,
unless otherwise indicated;

     

    (7)           provisions
apply to successive events and transactions;

     

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

     

    (9)           the
words “including,” “includes” and similar words shall not be limiting and shall
be deemed to be followed by “without limitation.”

     

    ARTICLE
TWO


     

    THE
SECURITIES

     

    Section
2.01.             Issuable in
Series.

     

    The
aggregate principal amount of Securities that may be authenticated and delivered
under this Indenture is unlimited. The Securities may be issued in one or more
Series. 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, supplemental
indenture or Officers’ Certificate detailing the adoption of the terms thereof
pursuant to authority granted under a Board Resolution may provide for the
method by which specified terms (such as interest rate, maturity date, 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 this Indenture.

     

    Section
2.02.             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
Section 2.02(a), and either as to such Securities within the Series or
as to the Series generally in the case of Sections 2.02(a) through
2.02(y)) by or pursuant to a Board Resolution, and set forth or determined in
the manner provided in a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate pursuant to authority granted under a Board
Resolution:

     

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


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    

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

       

      (c)           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 2.07, 2.08, 2.11, 3.06 or
9.05);

       

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

       

      (e)           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;

       

      (f)           the
place or places where the principal of and interest, if any, on the Securities
of the Series shall be payable, where the Securities of such
Series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Issuer in respect of the Securities of
such Series and this Indenture may be served, and the method of such
payment, if by wire transfer, mail or other means;

       

      (g)           if
applicable, the period or periods within which, the price or prices at which and
the other detailed terms and conditions upon which the Securities of the
Series may be redeemed, in whole or in part, at the option of the
Issuer;

       

      (h)           the
obligations, if any, of the Issuer 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 date or dates on which or period or periods
within which, the price or prices at which and the other detailed terms and
provisions upon which Securities of the Series shall be redeemed or
purchased, in whole or in part, pursuant to such obligations;

       

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

       

      (j)          
 the forms of the Securities of the Series in bearer or fully
registered form (and, if in fully registered form, whether the Securities will
be issuable as Global Securities);

       

      (k)           if
other than the principal amount thereof, the portion of the principal amount of
the Securities of the Series that shall be payable upon acceleration or
declaration of acceleration of the maturity thereof pursuant to
Section 6.02;

       

      (l)      
     the currency of denomination of the Securities of
the Series, which may be in Dollars or any Foreign Currency;

       

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

       

      (n)           if
payments of principal of or interest, 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;

       

      (o)           the
terms, if any, of subordination of the Securities of the Series;

       

      (p)           the
terms, if any, of any guarantee of the Securities of the Series by any of
the Issuer’s Subsidiaries, whether any such guarantee shall be made on a senior
or subordinated basis and, if applicable, the terms of subordination of any such
guarantee;


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      (q)          any
provisions relating to any security provided for the Securities of the
Series or any guarantees by any of the Issuer’s Subsidiaries (including any
security to be provided by any such Subsidiary guarantor);

       

      (r)           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 6.02;

       

      (s)           any
addition to or change in the covenants set forth in Articles Four or Five which
applies to Securities of the Series;

       

      (t)           the
provisions, if any, relating to conversion of any Securities of such
Series into Equity Interests, including if applicable, the conversion
price, the conversion period, provisions as to whether conversion will be
mandatory, at the option of the Holders thereof or at the option of the Issuer,
the events requiring an adjustment of the conversion price and provisions
affecting conversion if such Series of Securities are
redeemed;

       

      (u)          any
exchange features of the Securities of such Series;

       

      (v)          any
addition to or change in the provisions relating to satisfaction and discharge
of Obligations under this Indenture with respect to the Securities of such
Series, or in the provisions relating to legal defeasance or covenant defeasance
under this Indenture with respect to the Securities of such Series;

       

      (w)          any
addition to or change in the provisions relating to modification of this
Indenture both with and without the consent of Holders of the Securities of such
Series;

       

      (x)        
  any other terms or provisions of the Securities of the
Series (which may amend, supplement, modify or delete any provision of this
Indenture insofar as it applies to such Series); and

       

      (y)          any
registrars, paying agents, service agents, 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.

       

      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, and 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.

       

      Section
2.03.         Execution and
Authentication.

       

      One
Officer of the Issuer (who shall have been duly authorized by all requisite
corporate actions) shall sign the Securities for the Issuer by manual or
facsimile signature.

       

      If an
Officer whose signature is on a Security was an Officer at the time of such
execution but 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 a Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate, upon receipt by the
Trustee of an Issuer Order. Such Issuer Order may authorize authentication and
delivery pursuant to oral or electronic instructions from the Issuer 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 unless
otherwise provided by a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      

       

      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 or
Officers’ Certificate delivered pursuant to Section 2.02, except as
provided in Section 2.08.

       

      Prior to
the issuance of Securities of any Series, the Trustee shall have received and
(subject to Section 7.02) shall be fully protected in relying on:
(i) the Board Resolution, supplemental indenture 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, (ii) an Officers’ Certificate complying
with Section 10.05, and (iii) an Opinion of Counsel complying with
Section 10.05.

       

      The
Trustee may appoint an authenticating agent reasonably acceptable to the Issuer
to authenticate Securities. Unless otherwise provided in the appointment, an
authenticating agent may authenticate Securities whenever the Trustee may do so.
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 Issuer and Affiliates of the Issuer. The Trustee shall
have the right to decline to authenticate and deliver any Securities of such
Series if the Trustee, being advised by counsel, determines that such
action may not lawfully be taken or if the Trustee in good faith by shall
determine that such action would expose the Trustee to personal
liability.

       

      Section
2.04.         Registrar and Paying
Agent.

       

      The
Issuer shall maintain, with respect to each Series of Securities, at the
place or places specified with respect to such Series pursuant to
Section 2.02, an office or agency where (a) Securities of such
Series may be surrendered for registration of transfer or exchange (“Registrar”),
(b) Securities of such Series may be presented or surrendered for
payment (“Paying Agent”)
and (c) notices and demands to or upon the Issuer in respect of the
Securities of such Series and this Indenture may be served (“Service Agent”). The Issuer
may act as Registrar or Paying Agent. The Registrar shall keep a register with
respect to each Series of Securities and to their transfer and exchange.
The term “Registrar”
includes any co-registrar; the term “Paying Agent” includes any
additional paying agent; and the term “Service Agent” includes any
additional service agent. The Issuer hereby appoints the Trustee 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 Issuer will
give prompt written notice to the Trustee of the name and address, and any
change in the name or address, of each Registrar, Paying Agent or Service Agent.
If at any time the Issuer shall fail to maintain any such required Registrar,
Paying Agent or Service Agent or shall fail to furnish the Trustee with the name
and address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, and the Issuer
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

       

      The
Issuer shall enter into an appropriate agency agreement with any Agent not a
party to this Indenture, which agreement shall implement the provisions of this
Indenture that relate to such Agent. The Issuer shall notify the Trustee, in
advance, of the name and address of any such Agent. If the Issuer fails to
maintain a Registrar or Paying Agent, the Trustee shall act as
such.

       

      The
Issuer may also from time to time designate one or more co-registrars,
additional paying agents or additional service agents and may from time to time
rescind such designations;
provided,
however, that no
such designation or rescission shall in any manner relieve the Issuer of its
obligations to maintain a Registrar, Paying Agent and Service Agent in each
place so specified pursuant to Section 2.02 for Securities of any
Series for such purposes. The Issuer will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the name or
address of any such co-registrar, additional paying agent or additional service
agent.

       

      Section
2.05.         Paying Agent to Hold Assets
in Trust.

       

      The
Issuer shall require each Paying Agent other than the Trustee or the Issuer or
any Subsidiary to agree in writing that each Paying Agent shall hold in trust
for the benefit of Holders or the Trustee all assets held by the Paying Agent
for the payment of principal of, or interest on, the Securities (whether such
assets have been distributed to it by the Issuer or any other obligor on the
Securities), and shall notify the Trustee of any Default by the Issuer (or any
other obligor on the Securities) in making any such payment. The Issuer 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, 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 Issuer to the Paying
Agent, the Paying Agent shall have no further liability for such assets. If the
Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of the Holders of any
Series of Securities all money held by it as Paying Agent.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      Section
2.06.         Holder
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 the Holders of
each Series of Securities and shall otherwise comply with Trust Indenture
Act § 312(a). If the Trustee is not the Registrar, the Issuer shall furnish to
the Trustee at least ten (10) days before each interest payment date with
respect to any Series of Securities 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 the Holders of such
Series of Securities, which list may be conclusively relied upon by the
Trustee.

       

      Section
2.07.         Transfer and
Exchange.

       

      Subject
to Section 2.14, where Securities of a Series are presented to the
Registrar with a request to register a transfer or to exchange them for an equal
principal amount of Securities of the same Series, the Registrar shall register
the transfer or make the exchange as requested if its requirements for such
transaction are met;
provided,
however, that
the Securities surrendered for transfer or exchange shall be duly endorsed or
accompanied by a written instrument of transfer in form satisfactory to the
Issuer and the Registrar, duly executed by the Holder thereof or his or her
attorney duly authorized in writing. To permit registrations of transfers and
exchanges, the Issuer shall execute and the Trustee shall authenticate
Securities at the Registrar’s request. No service charge shall be made for any
registration of transfer or exchange (except as otherwise expressly permitted
herein), but the Issuer may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to Sections 2.11, 3.06 or 9.05).

       

      Without
the prior written consent of the Issuer, the Registrar shall not be required to
register the transfer of or exchange Securities of any
Series (i) during the period beginning at the opening of business
fifteen (15) days before the mailing of a notice of redemption of Securities of
that Series selected for redemption and ending at the close of business on
the day of such mailing, or (ii) selected, called or being called for
redemption in whole or in part pursuant to Article Three, except the
unredeemed portion of such Securities, if any.

       

      Section
2.08.         Replacement
Securities.

       

      If a
mutilated Security is surrendered to the Trustee or if the Holder of a Security
claims that the Security has been lost, destroyed or wrongfully taken, the
Issuer shall issue and the Trustee shall authenticate and deliver a replacement
Security of the same Series if the requirements of Section 8-405 of
the Uniform Commercial Code are met and the Holder satisfies any other
reasonable requirements of the Trustee. If required by the Trustee or the
Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment
of the Issuer and the Trustee to protect the Issuer, the Trustee or any Agent
from any loss which any of them may suffer if a Security is replaced. The Issuer
and the Trustee may each charge such Holder for its reasonable out-of-pocket
expenses in replacing a Security pursuant to this Section 2.08, including
reasonable fees and expenses of counsel and of the Trustee.

       

      Every
replacement Security of any Series issued pursuant to this Section in
lieu of any lost, destroyed or wrongfully taken Security shall constitute an
original additional contractual obligation of the Issuer, whether or not the
lost, destroyed or wrongfully taken 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.

       

      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      In case
any such mutilated, destroyed, lost or wrongfully taken Security has become or
is about to become due and payable, the Issuer in its discretion may, instead of
issuing a new Security, pay such Security.

       

      The
provisions of this Section 2.08 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of lost, destroyed or wrongfully taken Securities.

       

      Section
2.09.         Outstanding
Securities.

       

      Subject
to Section 2.10, the Securities outstanding at any time are all the
Securities authenticated by the Trustee except those cancelled by it, those
delivered to it for cancellation, those reductions in the interest on a Global
Security effected by the Trustee in accordance with the provisions hereof and
those described in this Section as not outstanding. Subject to
Section 2.10, a Security does not cease to be outstanding because the
Issuer or any of its Affiliates holds the Security.

       

      If a
Security is replaced pursuant to Section 2.08 (other than a mutilated
Security surrendered for replacement), it ceases to be outstanding unless a
Responsible Officer of the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

       

      If the
Paying Agent (other than the Issuer, a Subsidiary of the Issuer or an Affiliate
of the Issuer) holds on the Maturity Date of Securities of a Series money
sufficient to pay such Securities payable on that date, then on and after that
date such Securities of the Series cease to be outstanding and interest on
them ceases to accrue.

       

      In
determining whether the Holders of the requisite principal amount of outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, the principal amount of a Discount Security that
shall be deemed to be outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the Maturity Date thereof
pursuant to Section 6.02.

       

      If the
principal amount of any Security is considered paid under Section 4.01, it
ceases to be outstanding and interest ceases to accrue. If on any redemption
date or the Maturity Date the Trustee or Paying Agent (other than the Issuer or
an Affiliate thereof) holds cash in Dollars or U.S. Government Obligations, or a
combination thereof, in amounts sufficient to pay all of the principal and
interest due on the Securities payable on that date, then on and after that date
such Securities cease to be outstanding and interest on them ceases to
accrue.

       

      Section
2.10.         Treasury
Securities.

       

      In
determining whether the Holders of the required principal amount of Securities
of a Series have concurred in any request, demand, authorization,
direction, notice, consent or waiver Securities of a Series owned by the
Issuer or an Affiliate of the Issuer shall be disregarded, except that for the
purposes of determining whether the Trustee shall be protected in relying on any
such request, demand, authorization, direction, notice, consent or waiver only
Securities of a Series that the Trustee knows are so owned shall be so
disregarded.

       

      Section
2.11.         Temporary
Securities.

       

      Until
definitive Securities of a Series are ready for delivery, the Issuer may
prepare and the Trustee shall authenticate temporary Securities upon an Issuer
Order. Temporary Securities shall be substantially in the form of definitive
Securities of the same Series but may have variations that the Issuer
considers appropriate for temporary Securities. Without unreasonable delay, the
Issuer shall prepare and the Trustee shall authenticate definitive Securities of
the same Series and Maturity Date in exchange for temporary Securities.
Until such exchange, temporary Securities shall be entitled to the same rights,
benefits and privileges as definitive Securities of the same
Series.


      
        
           


        

        
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      Section
2.12.         Cancellation.

       

      The
Issuer at any time may deliver Securities to the Trustee for cancellation. 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 (other than the
Issuer or a Subsidiary), and no one else, shall cancel and, at the written
direction of the Issuer, shall dispose of all Securities surrendered for
transfer, exchange, payment or cancellation in accordance with its customary
procedures. Certification of the destruction of all cancelled Securities shall
be delivered to the Issuer upon request by the Issuer. Subject to
Section 2.08, the Issuer may not issue new Securities to replace Securities
that it has paid or delivered to the Trustee for cancellation. If the Issuer or
any of its Subsidiaries 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.

       

      Section
2.13.         Defaulted
Interest.

       

      If the
Issuer defaults in a payment of interest on the Securities of any Series, it
shall pay the defaulted interest, plus (to the extent lawful) any interest
payable on the defaulted interest, in any lawful manner. The Issuer may pay the
defaulted interest to the Persons who are the Holders of the Securities of such
Series on a subsequent special record date, which date shall be the
fifteenth (15th) day next preceding the date fixed by the Issuer for the payment
of defaulted interest or the next succeeding Business Day if such date is not a
Business Day. At least fifteen (15) days before any such subsequent special
record date, the Issuer (or, upon the written request of the Issuer, the Trustee
in the name and at the expense of the Issuer) shall mail to each Holder, with a
copy to the Trustee, a notice that states the subsequent special record date,
the payment date and the amount of defaulted interest, and interest payable on
such defaulted interest, if any, to be paid.

       

      Section
2.14.         Global
Securities.

       

      (a)           Terms
of Securities. 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 Security or
Securities.

       

      (b)           Transfer
and Exchange. Notwithstanding any provisions to the contrary contained in
Section 2.07 of this Indenture and in addition thereto, any Global Security
shall be exchangeable pursuant to Section 2.07 of this Indenture for
Securities registered in the names of Holders other than the Depository for such
Security or its nominee only if (i) such Depository notifies the Issuer
that it is unwilling or unable to continue as Depository for such Global
Security or if at any time such Depository ceases to be a clearing agency
registered under the Exchange Act, and, in either case, the Issuer fails to
appoint a successor Depository registered as a clearing agency under the
Exchange Act within ninety (90) days of such event, (ii) the Issuer
executes and delivers to the Trustee an Officers’ Certificate to the effect that
such Global Security shall be so exchangeable or (iii) an Event of Default
with respect to the Securities represented by such Global Security shall have
happened and be continuing. Any Global Security that is exchangeable pursuant to
the preceding sentence shall be exchangeable for Securities registered in such
names as the Depository shall direct in writing in an aggregate amount equal to
the principal amount of the Global Security with like tenor and terms. Except as
provided in this Section 2.14(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)           Legend.
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)           Acts
of Holders. 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 this Indenture.


      
        
           


        

        
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      (e)           Payments.
Notwithstanding the other provisions of this Indenture, unless otherwise
specified as contemplated by Section 2.02, payment of the principal of and
interest, if any, on any Global Security shall be made to the Holder
thereof.

       

      (f)           Consents,
Declaration and Directions. Except as provided in Section 2.09 (last
sentence), the Issuer, the Trustee and any Agent shall treat a Person as the
Holder of such principal amount of outstanding Securities of such
Series represented by a Global Security as shall be specified in a written
statement of the Depository 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.

       

      Section
2.15.         CUSIP and ISIN
Numbers.

       

      The
Issuer in issuing the Securities may use “CUSIP” or “ISIN” numbers, and if so,
the Trustee shall use the “CUSIP” or “ISIN” numbers in notices of redemption or
exchange as a convenience to Holders; provided, however, that any such
notice may state that no representation is made as to the correctness or
accuracy of the “CUSIP” or “ISIN” numbers printed in the notice or on the
Securities, and that reliance may be placed only on the other identification
numbers printed on the Securities. The Issuer will promptly notify the Trustee
of any change in the “CUSIP” or “ISIN” numbers.

       

      ARTICLE
THREE

       

      REDEMPTION

       

      Section
3.01.         Notices to
Trustee.

       

      The
Issuer 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. If a
Series of Securities is redeemable and the Issuer wants or is obligated to
redeem prior to the Stated Maturity thereof all or part of the Series of
Securities pursuant to the terms of such Securities, it shall notify the Trustee
of the redemption date and the principal amount of Series of Securities to
be redeemed. The Issuer shall give the notice of redemption to the Trustee at
least forty-five (45) days before the redemption date (unless a shorter notice
shall be agreed to by the Trustee in writing), together with such documentation
and records as shall enable the Trustee to select the Securities to be
redeemed.

       

      Section
3.02.         Selection of Securities to
be Redeemed.

       

      Unless
otherwise indicated for a particular Series by a Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate, if less than all the
Securities of a Series are to be redeemed, the Trustee shall select the
Securities of the Series to be redeemed as follows:

       

      (1)           if
such Securities are listed on a national securities exchange, in compliance with
the requirements of the principal national securities exchange on which such
Securities are listed; or

       

      (2)           if
such Securities are not so listed, on a pro rata basis, by lot or by such other
method as the Trustee shall deem fair and appropriate.

       

      In the
event of partial redemption, the Trustee shall make the selection from
Securities of the Series outstanding not previously called for redemption.
The Trustee may select for redemption portions of the principal of Securities of
the Series that have denominations larger than $1,000. Securities of the
Series and portions of them it selects shall be in amounts of $1,000 or
integral multiples of $1,000 or, with respect to Securities of any
Series issuable in other denominations pursuant to Subsection 2.02(i), the
minimum principal denomination for each Series and integral multiples
thereof. Provisions of this Indenture that apply to Securities of a
Series called for redemption also apply to portions of Securities of that
Series called for redemption.

       

      
        
           


        

        
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      Section
3.03.         Notice of
Redemption.

       

      Unless
otherwise indicated for a particular Series by a Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate, at least thirty (30)
days but not more than sixty (60) days before a redemption date, the Issuer
shall mail, or cause to be mailed, a notice of redemption by first-class mail,
postage prepaid, to each Holder whose Securities are to be redeemed and if any
Bearer Securities are outstanding, publish on one occasion a notice in an
Authorized Newspaper (except that a redemption referred to in Article Eight
may be more than sixty (60) days before the applicable redemption date). At the
Issuer’s request, the Trustee shall forward the notice of redemption in the
Issuer’s name and at the Issuer’s expense. Each notice for redemption shall
identify the Securities of the Series to be redeemed (including the CUSIP
or ISIN number, if any) and shall state:

       

      (1)           the
date fixed for the redemption of such Securities;

       

      (2)           the
price fixed for the redemption of such securities;

       

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

       

      (4)           that
Securities of the Series called for redemption must be surrendered to the
Paying Agent to collect the redemption price therefor;

       

      (5)           that
interest on Securities of the Series called for redemption shall cease to
accrue on and after the redemption date thereof, and the only remaining right of
the Holders of such Securities shall be to receive payment of the redemption
price therefor upon surrender to the Trustee or Paying Agent of the Securities
to be redeemed; and

       

      (6)           any
other information as may be required by the terms of the particular
Series or the Securities of a Series being redeemed.

       

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

       

      Section
3.04.         Effect of Notice of
Redemption.

       

      Once
notice of redemption is mailed or published as provided in accordance with
Section 3.03, Securities of a Series called for redemption shall
become due and payable on the redemption date and at the redemption price
therefor. A notice of redemption may not be conditional. Upon surrender to the
Paying Agent, such Securities shall be paid at the redemption price plus accrued
interest to the redemption date; provided that installments
of interest whose Stated Maturity is on or prior to the redemption date shall be
payable to the Holders of such Securities (or one or more predecessor
Securities) registered at the close of business on the relevant record date
therefor according to their terms and the terms of this Indenture.

       

      Section
3.05.         Deposit of Redemption
Price.

       

      On or
before 10:00 a.m. New York time on the redemption date, the Issuer shall
deposit with the Paying Agent funds sufficient to pay the redemption price of
and accrued and unpaid interest, if any, on all Securities to be redeemed on
that date.

       

      Section
3.06.         Securities Redeemed in
Part.

       

      Upon
surrender of a Security that is to be redeemed in part, the notice of redemption
that relates to such Security shall state the portion of the principal amount
thereof to be redeemed. A new Security or Securities of the same Series and
the same Maturity Date equal in principal amount to the unredeemed portion of
the original Security shall be issued in the name of the Holder thereof
upon surrender and cancellation of the original Security
surrendered.

       

      
        
           


        

        
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      ARTICLE
FOUR

       

      COVENANTS

       

      Section
4.01.         Payment of Principal and
Interest.

       

      The
Issuer shall pay or cause to be paid the principal of and interest on the
Securities of each Series in the manner provided in such Securities and
this Indenture. An installment of principal of, or interest on, Securities shall
be considered paid on the date it is due if the Trustee or the Paying Agent
(other than the Issuer or an Affiliate thereof) holds on that date funds
designated for and sufficient to pay the installment. The Paying Agent shall
return to the Issuer promptly, and in any event, no later than five
(5) Business Days following the date of payment, any money (including
accrued interest) that exceeds such amount of principal and interest paid on the
Securities. If a payment date is not a Business Day, at a place of payment,
payment may be made at that place on the next succeeding day that is a Business
Day, and no interest shall accrue on such payment for the intervening
period.

       

      Section
4.02.         Maintenance of Office or
Agency.

       

      The
Issuer covenants and agrees for the benefit of the Holders of each
Series of Securities that it will maintain in the Borough of Manhattan, The
City of New York, New York the office or agency (which may be an office or drop
facility of the Trustee, the Registrar or the Service Agent, as applicable, for
such Securities or an Affiliate of such Trustee, the Registrar or the Service
Agent, as applicable, for such Securities) where such Securities may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Issuer in respect of such Securities and this Indenture
may be served. The Issuer will give prompt written notice to the Trustee for
such Securities of the location, and any change in the location, of such office
or agency. If at any time the Issuer shall fail to maintain any such required
office or agency or shall fail to furnish such Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of such Trustee.

       

      The
Issuer may also from time to time designate one or more other offices or
agencies where Holders of a Series of Securities may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations. The Issuer will give prompt written notice to the Trustee for such
Series of Securities of any such designation or rescission and of any
change in the location of any such other office or agency.

       

      With
respect to each Series of Securities, the Issuer hereby designates the
Corporate Trust Office of the Trustee for such Securities as one such office or
agency of the Issuer in accordance with Section 2.05 hereof.

       

      Section
4.03.         Corporate
Existence.

       

      Except as
otherwise permitted by Article Five and the other provisions of this
Indenture, the Issuer shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and its
material rights (charter and statutory) and material franchises; provided, however , that the Issuer
shall not be required to preserve any such right or franchise if the Board of
Directors of the Issuer shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Issuer and its
Subsidiaries, taken as a whole, or if the failure so to preserve would not
reasonably be expected to have a material adverse effect on the Issuer and its
Subsidiaries, taken as a whole.

       

      Section
4.04.         Compliance
Certificate.

       

      The
Issuer and each guarantor of any Series of Securities (to the extent that
such guarantor is so required under the Trust Indenture Act) shall deliver to
the Trustee with respect to such Series, within one hundred twenty (120) days
after the end of each fiscal year of the Issuer, an Officers’ Certificate
stating that, in the course of the performance by the signers of their duties as
Officers of the Issuer, they would normally have knowledge of any Default
and whether or not the signers know of any Default that occurred during such
fiscal year. If they do know of such a Default, the certificate shall describe
the Default, its status and what action, if any, the Issuer is taking or
proposes to take with respect thereto. The Issuer also shall comply with Trust
Indenture Act § 314(a)(4).


      
        
           


        

        
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      Section
4.05.         Waiver of Stay, Extension or
Usury Laws.

       

      The
Issuer and each guarantor, if any, of any Series of Securities covenants
(to the extent permitted by applicable law) that it will not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay or extension law or any usury law or other law that would prohibit
or forgive such Issuer or such guarantor from paying all or any portion of the
principal of and/or interest on such Securities or the guarantee, if any, of any
such guarantor 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 (to the extent permitted by applicable law) each hereby expressly
waives all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

       

      Section
4.06.         SEC
Reports.

       

      (a)           Whether
or not required by the SEC’s rules and regulations, so long as any
Securities of any Series are outstanding, the Issuer will furnish to the
Holders of such Securities, cause the Trustee with respect to such Securities to
furnish to the Holders of such Securities, or file electronically with the SEC
through the SEC’s Electronic Data Gathering, Analysis and Retrieval System (or
any successor system), within the time periods (including any extensions
thereof) specified in the SEC’s rules and regulations:

       

      (1)           all
quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor
forms) if the Issuer were required to file these Forms, including a
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and, with respect to the annual information only, a report on the
annual financial statements by the Issuer’s independent accountants;
and

       

      (2)           all
current reports that would be required to be filed with the SEC on Form 8-K
(or any successor form) if the Issuer were required to file these
reports.

       

      (b)           In
addition, whether or not required by the SEC’s rules and regulations, the
Issuer will file a copy of all of the information and reports referred to in
clauses (a)(1) and (a)(2) above with the SEC for public availability
within the time periods applicable to the Issuer under
Section 13(a) or 15(d) of the Exchange Act (unless the SEC will
not accept the filing, in which case the Issuer shall make the information
available to securities analysts and prospective investors upon request). The
Issuer also shall comply with the other provisions of Trust Indenture Act §
314(a).

       

      ARTICLE
FIVE

       

      SUCCESSOR
CORPORATION

       

      Section
5.01.         Merger, Consolidation, or
Sale of Assets.

       

      (a)           The
Issuer will not, directly or indirectly, in a single transaction or a series of
related transactions, (1) consolidate or merge with or into any other
Person (other than a merger with an Affiliate of the Issuer solely for the
purpose of changing the Issuer’s jurisdiction of incorporation to another State
of the United States or forming a direct holding company of the Issuer), or
sell, lease, transfer, convey or otherwise dispose of or assign all or
substantially all of the assets of the Issuer or the Issuer and its Subsidiaries
(taken as a whole) to any other Person or (2) effect a Plan of Liquidation,
unless, in either case:

       

      (1)           either:

       

      
        	
                 
      

              	
                (i)

              	
                the
      Issuer will be the surviving or continuing corporation;
  or

              


      

       

      
        
           


        

        
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                (ii)

              	
                the
      Person formed by or surviving such consolidation or merger (if not the
      Issuer) or to which such sale, lease, conveyance or other disposition
      shall be made (or, in the case of a Plan of Liquidation, any Person to
      which assets are transferred) (collectively, the “Successor”) is a
      corporation organized and existing under the laws of any State of the
      United States of America or the District of Columbia, and the Successor
      expressly assumes, by a supplemental indenture hereto in form and
      substance satisfactory to the Trustee, all of the Obligations of the
      Issuer under the Securities and this Indenture;
  and

              


      

       

      (2)           immediately
after giving effect to such transaction and the assumption of the obligations as
set forth in clause (a)(1) above, if applicable, and the incurrence of any
Indebtedness to be incurred in connection therewith, no Default shall have
occurred and be continuing.

       

      (b)           For
purposes of the foregoing, the sale, lease, transfer, conveyance or other
disposition or assignment of all or substantially all of the assets of one or
more of the Issuer’s Subsidiaries, the Equity Interests of which constitute all
or substantially all of the assets of the Issuer, will be deemed to be the
transfer of all or substantially all of the assets of the Issuer.

       

      (c)           Upon
any consolidation, combination or merger of the Issuer, or any sale, lease,
transfer, conveyance or other disposition or assignment of all or substantially
all of the assets of the Issuer in accordance with the foregoing, in which the
Issuer is not the continuing obligor under the Securities and this Indenture,
the surviving entity formed by such consolidation or into which the Issuer is
merged or the entity to which the sale, lease, transfer, conveyance, or other
disposition or assignment is made will succeed to, and be substituted for, and
may exercise every right and power of, the Issuer under the Securities and this
Indenture with the same effect as if such surviving entity had been named
therein as the Issuer, and, except in the case of such a lease, the Issuer will
be released from its Obligations under the Securities and this
Indenture.

       

      (d)           This
Section 5.01 shall not apply to (i) any sale, lease, transfer,
conveyance or other disposition or assignment of assets between or among
(A) the Issuer and any of its Subsidiaries or (B) two or more
Subsidiaries of the Issuer, or (ii) any merger or consolidation between the
Issuer and any of its Subsidiaries or between any two Subsidiaries of the
Issuer.

       

      ARTICLE
SIX

       

      DEFAULT
AND REMEDIES

       

      Section
6.01.         Events of
Default.

       

      “Event 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)
failure by the Issuer to pay interest on any of Security of that
Series when it becomes due and payable and the continuance of any such
failure for thirty (30) consecutive days;

       

      (2) failure
by the Issuer to pay the principal on any Security of that Series when it
becomes due and payable, whether at Stated Maturity, upon redemption, upon
purchase, upon acceleration or otherwise;

       

      (3) failure
to deposit any sinking fund payment, when and as due in respect of any Security
of that Series;

       

      (4) failure
by the Issuer to comply with any other agreement or covenant in this Indenture
and the continuance of any such failure for sixty (60) consecutive days after
notice of such failure has been given to the Issuer by the Trustee or by
the Holders of at least twenty-five percent (25%) of the aggregate principal
amount of the Securities of that Series then outstanding;

       

      (5) the
Issuer pursuant to or within the meaning of any Bankruptcy Law:


      
        
           


        

        
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    (i)    commences a
voluntary case,

     

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

     

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

     

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

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

     

    (i)    is for relief
against the Issuer as debtor in an involuntary case,

     

    (ii) appoints a Custodian of the
Issuer or for all or substantially all of its assets, or

     

    (iii)      orders
the liquidation of the Issuer, and the order or decree remains unstayed and in
effect for ninety (90) days; or

     

    (7) 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 2.02(r).

     

    Section
6.02.        Acceleration.

     

    If an Event of Default specified in
Section 6.01(5) or Section 6.01(6) with respect to the
Issuer occurs, all outstanding Securities shall become immediately due and
payable without any further action or notice. If an Event of Default (other than
an Event of Default specified in Section 6.01(5) or
Section 6.01(6) with respect to the Issuer) shall have occurred and be
continuing under this Indenture and the Securities of any Series, the Trustee,
by notice to the Issuer, or the Holders of at least twenty-five percent (25%) in
aggregate principal amount of the Securities of such Series then
outstanding by notice to the Issuer and the Trustee, may declare all amounts
owing under such Securities of such Series to be due and payable
immediately. Upon such acceleration or declaration of acceleration, the
aggregate principal (or, if any Securities of that Series are Discount
Securities, such portion of the principal as may be specified in the terms of
such Securities) of and accrued and unpaid interest on the outstanding
Securities of such Series shall immediately become due and
payable;  provided,  however, that after such acceleration or
declaration of acceleration, but before a judgment or decree based on
acceleration or declaration of acceleration, the Holders of a majority in
aggregate principal amount of such outstanding Securities of such
Series may rescind and annul such acceleration or declaration of
acceleration:

     

    (1) if the rescission would not
conflict with any judgment or decree;

     

    (2) if all existing Defaults have
been cured or waived (except nonpayment of principal and interest that has
become due solely because of this acceleration);

     

    (3) 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;

     

    (4) if the Issuer has paid to the
Trustee its reasonable compensation and reimbursed the Trustee of its expenses,
disbursements and advances; and

     

     (5) in the event of a cure or
waiver of a Default of the type set forth in Section 6.01(5) or
Section 6.01(6), the Trustee shall have received an Officers’ Certificate
and an Opinion of Counsel that such Default has been cured or
waived.

     

    No such rescission shall affect any
subsequent Default or impair any right consequent
thereto.
 

    
      
         


      

      
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    Section
6.03.        Other
Remedies.

     

    If a 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 principal of, or interest on, such Securities or to enforce the
performance of any provision of such Securities or this
Indenture.

     

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

     

    Section
6.04.        Waiver of Past
Defaults.

     

    Holders of at least a majority in
aggregate principal amount of the then outstanding Securities of any
Series (which may include consents obtained in connection with a tender
offer or exchange offer of such Securities), by notice to the Trustee for such
Securities, may, on behalf of all of the Holders of such Securities, waive an
existing Default with respect to such Securities and its consequences, except a
Default in the payment of principal or interest on such Securities;
provided, however, that the Holders of a majority in
aggregate principal amount of the then outstanding Securities of any
Series may, on behalf of all of the Holders of such Securities, rescind an
acceleration of such Securities and its consequences, including any related
payment Default that resulted from such acceleration. When a Default is waived,
it is cured and ceases.

     

    Section
6.05.        Control by
Majority.

     

    (a) The Holders of at least a
majority in aggregate principal amount of the outstanding Securities of any
Series may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee of such Series or exercising any
trust or power conferred on it with respect to such Series. Subject to
Section 7.01, however, the Trustee may refuse to follow any direction that
conflicts with any law or this Indenture, that the Trustee determines may be
unduly prejudicial to the rights of another Holder, or that may involve the
Trustee in personal liability;  provided,  however, that the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such
direction.

     

    (b) In the event the Trustee takes any
action or follows any direction pursuant to this Indenture, the Trustee shall be
entitled to indemnification against any loss or expense caused by taking such
action or following such direction.

     

    Section
6.06.        Limitation on
Suits.

     

    (a) Subject to Section 6.07,
no Holder of any Securities of any Series will have any right to institute
any proceeding with respect to this Indenture or such Securities for any remedy
thereunder, unless the Trustee for such Securities:

     

    (1) has failed to act for a period
of sixty (60) consecutive days after receiving notice of a continuing Event of
Default from such Holder and a request to act by Holders of at least twenty-five
percent (25%) in aggregate principal amount of the outstanding Securities of
such Series;

     

    (2) has been offered indemnity
satisfactory to it in its reasonable judgment; and

     

    (3) has not received from the
Holders of a majority in aggregate principal amount of the outstanding
Securities of such Series a direction inconsistent with such
request.

     

    (b) A Holder of any Securities of any
Series may not use this Indenture to prejudice the rights of another Holder
of such Securities of such Series or to obtain a preference or priority
over another Holder of Securities of such Series.


    
      
         


      

      
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    Section
6.07.        Rights of Holders to Receive
Payment.

     

    Notwithstanding any other provision of
this Indenture, the right of any Holder of any Securities of any Series to
receive payment of principal of, and interest on, such Securities, on or after
the respective due dates expressed in such Securities (including, if applicable,
in connection with an offer to purchase or redeem), or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

     

    Section
6.08.        Collection Suit by
Trustee.

     

    If a Default specified in
Section 6.01(1), 6.01(2) or 6.01(3) with respect to Securities of
any Series occurs and is continuing, the Trustee for such Securities may
recover judgment in its own name and as trustee of an express trust against the
Issuer or any other obligor on such Securities for the whole amount of principal
and accrued interest and fees remaining unpaid, together with interest on
overdue principal and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest, in each case at the rate per annum
borne by such Securities and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of such Trustee, its agents and
counsel.

     

    Section
6.09.        Trustee May File Proofs
of Claim.

     

    The Trustee for each Series of
Securities may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of such Trustee (including
any claim for the compensation, expenses, disbursements and advances of such
Trustee, its agents and counsel) and the Holders of the Securities for which it
acts as trustee allowed in any judicial proceedings relating to the Issuer (or
any other obligor upon such Securities), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any monies or other
property payable or deliverable on any such claims, and any Custodian in any
such judicial proceeding is hereby authorized by each Holder of such Securities
to make such payments to such Trustee and, in the event that such Trustee shall
consent to the making of such payments directly to such Holders, to pay to such
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of such Trustee, its agents and counsel, and any
other amounts due such Trustee under this Indenture. Nothing herein contained
shall be deemed to authorize such Trustee to authorize or consent to or accept
or adopt on behalf of any Holder for which it acts as trustee any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of such Holder, or to authorize such Trustee to vote in respect of
the claim of any such Holder in any such proceeding. The Trustee shall be
entitled to participate as a member of any official committee of creditors in
the matters as it deems necessary or advisable.

     

    Section
6.10.        Priorities.

     

    If the Trustee for any Series of
Securities collects any money or property pursuant to this Article Six, it
shall pay out the money or property in the following order:

     

    First: to the Trustee, its agents and
attorneys for amounts due under this Indenture, including payment of all
reasonable compensation, expenses and liabilities incurred, and all advances
made, by the Trustee and the costs and expenses of
collection;

     

    Second: to Holders of such Securities for
interest accrued on such Securities, ratably, without preference or priority of
any kind, according to the amounts due and payable on such Securities for
interest; and

     

    Third: to Holders of such Securities for
principal amounts due and unpaid on such Securities, ratably, without preference
or priority of any kind, according to the amounts due and payable on such
Securities for principal; and

     

    Fourth: to the Issuer or, if applicable, any
guarantors with respect to such Securities, as their interests may appear, or to
such other Person or Persons as a court of competent jurisdiction shall
direct.


    
      
         


      

      
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    The Trustee, upon prior notice to the
Issuer, may fix a record date and payment date for any payment to Holders of
Securities pursuant to this Section 6.10.

     

    Section
6.11.        Undertaking for
Costs.

     

    In any suit for the enforcement of any
right or remedy under this Indenture or in any suit against any Trustee for any
action taken or omitted by it as a 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 and expenses, 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 of a Security pursuant to
Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate
principal amount of the then outstanding Securities of any
Series.

     

    ARTICLE
SEVEN


     

    TRUSTEE

     

    Section
7.01.        Duties of
Trustee.

     

    (a)   If a 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
circumstances in the conduct of his or her own affairs.

     

    (b)   Except during the
continuance of a Default:

     

    (1)   The Trustee need perform
only those duties as are specifically set forth herein or in the Trust Indenture
Act, and no duties, covenants, responsibilities or obligations shall be implied
in this Indenture against the Trustee.

     

    (2)   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 (including Officers’ Certificates) or opinions (including Opinions
of Counsel) furnished to the Trustee and conforming to the requirements of this
Indenture. However, 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 examine the certificates and opinions to determine whether or
not they conform to the requirements of this Indenture.

     

    (c)   Notwithstanding anything
to the contrary herein, 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:

     

    (1)   This paragraph does not
limit the effect of Section 7.01(b).

     

    (2)   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.

     

    (3)   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
Section 6.05.

     

    (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 duties hereunder
or to take or omit to take any action under this Indenture or take any action at
the request or direction of Holders if it shall have reasonable grounds for
believing that repayment of such funds is not assured to it.

     

    (e)   Whether or not therein
expressly so provided, every provision of this Indenture that in any way relates
to the Trustee is subject to this Section 7.01.


    
      
         


      

      
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    (f)    The Trustee shall
not be liable for interest on any money received by it except as the Trustee may
agree in writing with the Issuer. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by
law.

     

    (g)   In the absence of bad
faith, negligence or willful misconduct on the part of the Trustee, the Trustee
shall not be responsible for the application of any money by any Paying Agent
other than the Trustee.

     

    Section
7.02.        Rights of
Trustee.

     

    Subject to
Section 7.01:

     

    (a)   The Trustee may rely
conclusively on any resolution, certificate (including any Officers’
Certificate), statement, instrument, opinion (including any Opinion of Counsel),
notice, request, direction, consent, order, bond, debenture, or other paper or
document 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
such document.

     

    (b)   Before the Trustee acts
or refrains from acting, it may require an Officers’ Certificate and an Opinion
of Counsel, which shall conform to the provisions of Section 10.05. The
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on such Officers’ Certificate or Opinion of
Counsel.

     

    (c)   The Trustee may act
through its attorneys and agents and shall not be responsible for the misconduct
or negligence of any agent (other than an agent who is an employee of the
Trustee) appointed with due care.

     

    (d)   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 under this
Indenture.

     

    (e)   The Trustee may consult
with counsel of its selection 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.

     

    (f)    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 satisfactory to it against the
costs, expenses and liabilities which may be incurred therein or
thereby.

     

    (g)   The Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate (including any Officers’ Certificate), statement,
instrument, opinion (including any Opinion of Counsel), notice, request,
direction, consent, order, bond, debenture, or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled, upon
reasonable notice to the Issuer, to examine the books, records, and premises of
the Issuer, personally or by agent or attorney at the sole cost of the
Issuer.

     

    (h)   The Trustee shall not be
required to give any bond or surety in respect of the performance of its powers
and duties hereunder.

     

    (i)    The permissive
rights of the Trustee to do things enumerated in this Indenture shall not be
construed as duties.

     

    (j)    Except with
respect to Section 4.01 and Section 4.04, the Trustee shall have no
duty to inquire as to the performance of the Issuer with respect to the
covenants contained in Article Four. In addition, the Trustee shall not be
deemed to have knowledge of any Default except (i) any Default occurring
pursuant to Section 4.01, Section 4.04, Section 6.01(1),
Section 6.01(2) or Section 6.01(3) or (ii) any Default
of which the Trustee shall have received written
notification.


    
      
         


      

      
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    (k)   The rights, privileges,
protections, immunities and benefits given to the Trustee, including, without
limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and to each
agent, custodian and other Person employed to act for it
hereunder.

     

    Section
7.03.        Individual Rights of
Trustee.

     

    The Trustee in its individual or any
other capacity may become the owner or pledgee of Securities and may otherwise
deal with the Issuer or an Affiliate of the Issuer with the same rights it would
have if it were not Trustee. Any Agent may do the same with like rights.
However, the Trustee must comply with Sections 7.10 and
7.11.

     

    Section
7.04.        Trustee’s
Disclaimer.

     

    The Trustee shall not be responsible for
and makes no representation as to the validity or adequacy of this Indenture or
the Securities, it shall not be accountable for the Issuer’s use of the proceeds
from the Securities, and it shall not be responsible for any statement in the
Securities other than its authentication.

     

    Section
7.05.        Notice of
Default.

     

    If a Default occurs and is continuing
with respect to the Securities of any Series and the Trustee receives
written notice of such Default, the Trustee shall mail to each Holder of the
Securities of that Series and, if any Bearer Securities are outstanding,
publish on one occasion in an Authorized Newspaper, notice of a Default within
thirty (30) days after it occurs or, if later, after a Responsible Officer of
the Trustee has knowledge of such Default. Except in the case of a Default in
payment of principal of or interest on any Security of any Series, the Trustee
may withhold the notice if and so long as the Board of Directors, the executive
committee, or a trust committee of directors and/or Responsible Officers, of the
Trustee in good faith determines that withholding the notice is in the interests
of Holders of that Series.

     

    Section
7.06.        Reports by Trustee to
Holders.

     

    Within sixty (60) days after each
January 1, beginning with January 1, 20___, the Trustee shall, to the
extent that any of the events described in Trust Indenture Act §
313(a) occurred within the previous twelve months, but not otherwise, mail
to each Holder a brief report dated as of such date that complies with Trust
Indenture Act § 313(a). The Trustee also shall comply with Trust Indenture Act
§§ 313(b), 313(c) and 313(d).

     

    A copy of each report at the time of its
mailing to Holders of any Series shall be filed with the SEC and each stock
exchange on which the Securities of that Series are listed. The Issuer
shall promptly notify the Trustee when Securities of any Series are listed
on any stock exchange.

     

    The Issuer shall notify the Trustee if
the Securities of any Series become listed on any securities exchange or of
any delisting thereof, and the Trustee shall comply with Trust Indenture Act §
313(d).

     

    Section
7.07.        Compensation and
Indemnity.

     

    The Issuer shall pay to the Trustee from
time to time such compensation as the Issuer and the Trustee shall from time to
time agree in writing for its services hereunder. The Trustee’s compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Issuer shall reimburse the Trustee upon request for all reasonable disbursements, expenses and
advances (including reasonable fees and expenses of counsel) incurred or made by
it in addition to the compensation for its services, except any such
disbursements, expenses and advances as may be attributable to the Trustee’s
negligence, bad faith or willful misconduct. Such expenses shall include the
reasonable fees and expenses of the Trustee’s agents and
counsel.


    
      
         


      

      
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    The Issuer shall indemnify each of the
Trustee or any predecessor Trustee and its agents for, and hold them harmless
against, any and all loss, damage, claims (including taxes (other than taxes
based upon, measured by or determined by the income of the Trustee)), liability
or expense incurred by them arising out of or in connection with the acceptance
or administration of this trust (including the reasonable costs and expenses of
defending themselves against or investigating any claim or liability in
connection with the exercise or performance of any of the Trustee’s rights,
powers or duties hereunder), except in each of the foregoing cases to the extent
caused by any negligence, bad faith or willful misconduct on their part. The
Trustee shall notify the Issuer promptly of any claim asserted against the
Trustee or any of its agents for which it may seek indemnity. The Issuer may,
subject to the approval of the Trustee (which approval shall not be unreasonably
withheld), defend the claim and the Trustee shall cooperate in the defense. The
Trustee and its agents subject to the claim may have separate counsel and the
Issuer shall pay the reasonable fees and expenses of such counsel;  provided ,  however , that the Issuer will not be required
to pay such fees and expenses if, subject to the approval of the Trustee (which
approval shall not be unreasonably withheld), it assumes the Trustee’s defense
and there is no conflict of interest between the Issuer and the Trustee and its
agents subject to the claim in connection with such defense as reasonably
determined by the Trustee. The Issuer need not pay for any settlement made
without its written consent. The Issuer need not reimburse any expense or
indemnify against any loss or liability to the extent incurred by the Trustee
through its negligence, bad faith or willful misconduct.

     

    When the Trustee incurs expenses or
renders services after a Default specified in Section 6.01(5) or
Section 6.01(6) occurs, such expenses and the compensation for such
services shall be paid to the extent allowed under any Bankruptcy
Law.

     

    Notwithstanding any other provision in
this Indenture, the foregoing provisions of this Section 7.07 shall survive
the satisfaction and discharge of this Indenture or the appointment of a
successor Trustee.

     

    Section
7.08.        Replacement of
Trustee.

     

    The Trustee may resign with respect to
the Securities of one or more Series by so notifying the Issuer at least
thirty (30) days prior to the date of the proposed resignation. The Holders of a
majority in principal amount of the Securities of any Series may remove the
Trustee with respect to that Series by so notifying the Issuer and the
Trustee and may appoint a successor Trustee. The Issuer may remove the Trustee
with respect to Securities of one or more Series if:

     

    (1)   the Trustee fails to
comply with Section 7.10;

     

    (2)   the Trustee is adjudged
a bankrupt or an insolvent;

     

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

     

    (4)   the Trustee becomes
incapable of acting.

     

    If the Trustee retires, whether by
resignation or removal, or if a vacancy exists in the office of Trustee for any
reason, the Issuer shall notify each Holder of such event and shall promptly
appoint a successor Trustee. Within one (1) year after the successor
Trustee takes office, the Holders of a majority in principal amount of the then
outstanding Securities may appoint a successor Trustee to replace the successor
Trustee appointed by the Issuer.

     

    A successor Trustee shall deliver a
written acceptance of its appointment to the retiring Trustee and to the Issuer.
Immediately after that, after payment of all sums then owing to the Trustee
pursuant to Section 7.07, the retiring Trustee shall transfer all property
held by it as Trustee to the successor Trustee, the resignation or removal of
the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee with respect to each
Series of Securities for which it is acting as Trustee under this
Indenture. A successor Trustee shall mail notice of its succession to each
Holder of each such Series and, if any Bearer Securities are outstanding,
publish such notice on one occasion in an Authorized
Newspaper.

     

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


    
      
         


      

      
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    If the Trustee fails to comply with
Section 7.10, any Holder may petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor
Trustee.

     

    Notwithstanding the appointment of a
successor Trustee pursuant to this Section 7.08, the Issuer’s obligations
under Section 7.07 shall continue for the benefit of the retiring
Trustee.

     

    Section
7.09.        Successor Trustee by Merger,
Etc.

     

    If the Trustee consolidates with, merges
or converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the resulting, surviving or transferee
corporation without any further act shall, if such resulting, surviving or
transferee corporation is otherwise eligible hereunder, be the successor
Trustee;  provided ,  however , that such corporation shall be
otherwise qualified and eligible under this
Article Seven.

     

    Section
7.10.        Eligibility;
Disqualification.

     

    The Trustee shall at all times satisfy
the requirements of Trust Indenture Act §§ 310(a)(1), 310(a)(2) and
310(a)(5). The Trustee shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition. The Trustee shall comply with Trust Indenture Act §
310(b);
provided, however, that there shall be excluded from the
operation of Trust Indenture Act § 310(b)(1) any indenture or indentures
under which other securities, or certificates of interest or participation in
other securities, of the Issuer are outstanding, if the requirements for such
exclusion set forth in Trust Indenture Act § 310(b)(1) are met. The
provisions of Trust Indenture Act § 310 shall apply to the Issuer and any other
obligor of the Securities.

     

    Section
7.11.        Preferential Collection of
Claims Against the Issuer.

     

    The Trustee, in its capacity as Trustee
hereunder, shall comply with Trust Indenture Act § 311(a), excluding any
creditor relationship listed in Trust Indenture Act § 311(b). A Trustee who has
resigned or been removed shall be subject to Trust Indenture Act §
311(a) to the extent indicated.

     

    ARTICLE
EIGHT


     

    DISCHARGE
OF INDENTURE; DEFEASANCE

     

    Section
8.01.        Termination of the Issuer’s
Obligations.

     

    Except as otherwise provided in the last
paragraph of this Section 8.01, this Indenture will be discharged and will
cease to be of further effect as to a Series of Securities issued
hereunder, when either:

     

    (a)   all such Securities that
have been authenticated (except lost, stolen or destroyed Securities that have
been replaced or paid and Securities for whose payment money has been deposited
in trust or segregated and held in trust by the Issuer and thereafter repaid to
the Issuer or discharged from this trust), have been delivered to the Trustee
for cancellation, or

     

    (b)   (1) all such
Securities that have not been delivered to the Trustee for cancellation have
become due and payable by reason of the mailing of a notice of redemption or
otherwise or will become due and payable within one year and the Issuer has
irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust solely for the benefit of the
Holders of such Securities cash in Dollars or U.S. Government Obligations, or a
combination thereof, in amounts sufficient (without reinvestment) to pay and
discharge the entire Indebtedness (including all principal and accrued interest)
on such Securities not theretofore delivered to the Trustee for cancellation to
the date of maturity or redemption;

     

    (2)   the Issuer or any
guarantor of such Securities has paid or caused to be paid all other sums
payable by the Issuer under this Indenture; and


    
      
         


      

      
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    (3)   the Issuer has delivered
irrevocable instructions to the Trustee for such Securities under this Indenture
to apply the deposited money toward the payment of such Securities at maturity
or on the date of redemption, as the case may be.

     

    In addition, the Issuer must deliver an
Officers’ Certificate and an Opinion of Counsel to the Trustee for such
Securities stating that all conditions precedent to satisfaction and discharge
have been complied with.

     

    In the case of clause (b) of this
Section 8.01, and subject to the next sentence and notwithstanding the
foregoing paragraph, the Issuer’s obligations in Sections 2.06, 2.07, 2.08,
2.09, 4.01, 4.02, 4.03 (as to legal existence of the Issuer only), 7.07, 8.05
and 8.06 shall survive until such Securities are no longer outstanding pursuant
to the last paragraph of Section 2.09. In addition, nothing in this
Section 8.01 shall be deemed to discharge the obligations in
Section 7.07, 8.04(a), 8.05 or 8.06, all of which shall survive the
satisfaction and discharge of this Indenture.

     

    After such delivery or irrevocable
deposit, the Trustee upon request by the Issuer shall acknowledge in writing the
discharge of the Issuer’s obligations under such Securities and this Indenture
except for the surviving obligations specified above.

     

    Section
8.02.        Legal Defeasance and
Covenant Defeasance.

     

    (a)   The Issuer may at any
time, at the option of its Board of Directors evidenced by a resolution set
forth in an Officers’ Certificate, elect to have either
Section 8.02(b) or 8.02(c) applied to all outstanding Securities
of any Series upon compliance with the conditions set forth below in this
Article Eight.

     

    (b)   Upon the Issuer’s
exercise under Section 8.02(a) of the option applicable to this Section 8.02(b),
the Issuer and each guarantor, if any, of such Securities will, subject to the
satisfaction of the conditions set forth in Section 8.03, be deemed to have been
discharged from its or their obligations with respect to all outstanding
Securities of such Series (including the related guarantees, if any) on the date
the conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”). For this
purpose, Legal Defeasance means that the Issuer and such guarantors, if any,
will be deemed to have paid and discharged the entire Indebtedness represented
by the outstanding Securities of such Series (including the related guarantees,
if any), which will thereafter be deemed to be “outstanding” only for the
purposes of Section 8.04 and the other Sections of this Indenture referred to in
clauses (1) and (2) below, and to have satisfied all its or their other
obligations under such Securities, such guarantees, if any, and this Indenture
(and the Trustee for such Securities, on demand of and at the expense of the
Issuer, shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or
discharged hereunder:

     

    (1)   the rights of Holders of
outstanding Securities of such Series to receive, solely from the trust
fund described in Section 8.04, and as more fully set forth in
Section 8.04, payments in respect of the principal of or interest on, such
Securities when such payments are due;

     

    (2)   the Issuer’s obligations
with respect to such Securities under Article Two and Section 4.02
hereof;

     

    (3)   the rights, powers,
trusts, duties and immunities of the Trustee for such Securities hereunder and
the Issuer’s and the guarantors’, if any, obligations in connection therewith;
and

     

    (4)   the provisions of this
Article Eight applicable to Legal Defeasance (including Sections 8.04, 8.05
and 8.06).

     

    Subject to compliance with this
Article Eight, the Issuer may exercise its option under this
Section 8.02(b) notwithstanding the prior exercise of its option under
Section 8.02(c) hereof.


    
      
         


      

      
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    (c)   Upon the Issuer’s
exercise under Section 8.02(a) hereof of the option applicable to this
Section 8.02(c), the Issuer and each of the guarantors, if any, will,
subject to the satisfaction of the conditions set forth in Section 8.03
hereof, be released from each of their or its obligations under the covenants
specified in a Board Resolution, a supplemental indenture hereto or an Officers’
Certificate, in accordance with Section 2.02(v), with respect to the
outstanding Securities of the applicable Series on and after the date the
conditions set forth in Section 8.03 hereof are satisfied (hereinafter,
“Covenant
Defeasance”), and such
Securities shall thereafter be deemed not “outstanding” for the purposes of any
direction, waiver, consent or declaration or act of Holders of such Securities
(and the consequences of any thereof) in connection with such covenants, but
shall continue to be deemed “outstanding” for all other purposes hereunder (it
being understood that such Securities shall not be deemed outstanding for
accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Securities of such Series, the Issuer may omit to
comply with and shall have no obligation or liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
under Section 6.01, but, except as specified above, the remainder of this
Indenture and such Securities will be unaffected thereby. In addition, upon the
Issuer’s exercise under Section 8.02(a) of the option applicable to
this Section 8.02(c), subject to the satisfaction of the conditions set
forth in Section 8.03, clause (4) of Section 6.01 shall not
constitute an Event of Default.

     

    Section
8.03.        Conditions to Legal
Defeasance or Covenant Defeasance.

     

    In order to exercise either Legal
Defeasance under Section 8.02(b) or Covenant Defeasance under
Section 8.02(c) with respect to Securities of any
Series:

     

    (1)   the Issuer must
irrevocably deposit with the Trustee for such Securities, in trust, for the
benefit of the Holders of such Securities, money or U.S. Government Obligations
or a combination thereof, in such amounts as will be sufficient (without
reinvestment), in the opinion of a nationally recognized firm of independent
public accountants selected by the Issuer, to pay the principal of and interest
on, and any mandatory sinking fund payments in respect of, the outstanding
Securities of such Series on the stated date for payment thereof or on the
applicable redemption date, as the case may be, and the Issuer must specify
whether such Securities are being defeased to such stated date for payment or to
a particular redemption date;

     

    (2)   in the case of Legal
Defeasance, the Issuer shall have delivered to the Trustee for such Securities
an Opinion of Counsel in the United States reasonably acceptable to the Trustee
confirming that:

     

    (i)    the Issuer has
received from, or there has been published by, the Internal Revenue Service, a
ruling, or

     

    (ii)   since the date of this
Indenture, there has been a change in the applicable U.S. federal income tax
law,

     

    in either case to the effect that, and
based thereon, the Holders of the outstanding Securities of such
Series will not recognize income, gain or loss for U.S. federal income tax
purposes as a result of such Legal Defeasance and will be subject to U.S.
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Legal Defeasance had not
occurred;

     

    (3)   in the case of Covenant
Defeasance, the Issuer shall have delivered to the Trustee for such Securities
an Opinion of Counsel in the United States reasonably acceptable to the Trustee
confirming that the Holders of such Securities will
not recognize income, gain or loss for U.S. federal income tax purposes as a
result of such Covenant Defeasance and will be subject to U.S. federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such Covenant Defeasance had not occurred;

     

    (4)   no Default with respect
to such Securities shall have occurred and be continuing on the date of such
deposit (other than a Default resulting from the borrowing of funds to be
applied to such deposit);


    
      
         


      

      
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     (5)  
the Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under, any material agreement or
instrument to which the Issuer or any of its Subsidiaries is a party or by which
the Issuer or any of its Subsidiaries is bound (other than any such default
resulting solely from the borrowing of funds to be applied to such deposit and
the grant of any Lien on such deposit in favor of the Trustee and/or the
Holders);

     

    (6)  
the Issuer shall have delivered to the Trustee for such Securities an Officers’
Certificate stating that the deposit was not made by the Issuer with the intent
of preferring the Holders of such Securities over any other creditors of the
Issuer or with the intent of defeating, hindering, delaying or defrauding any
other of its creditors; and

     

    (7)  
the Issuer shall have delivered to the Trustee for such Securities an Officers’
Certificate and an Opinion of Counsel, stating, in the case of the Officers’
Certificate, clauses (1) through (6) of this Section 8.03, as
applicable, have been complied with and stating, in the case of the Opinion of
Counsel, that the conditions provided for in clause (2) or (3), as
applicable, and clause (5) of this Section 8.03 have been complied
with.

     

    Section
8.04.               Application of Trust
Money.

     

    (a)  
The Trustee or Paying Agent shall hold in trust all money and U.S. Government
Obligations (including the proceeds thereof) deposited with it pursuant to this
Article Eight in respect of the outstanding Securities of any Series, and
shall apply the deposited money and U.S. Government Obligations (including any
proceeds thereof) in accordance with this Indenture to the payment of the
principal of and the interest on such Securities. The Trustee shall be under no
obligation to invest said money and U.S. Government Obligations (including any
proceeds thereof), except as it may agree with the Issuer.

     

    (b)  
The Issuer will pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the money or U.S. Government Obligations
(including any proceeds thereof) deposited pursuant to Section 8.03, or the
principal and interest 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 of the applicable Series.

     

    (c)  
Anything in this Article Eight to the contrary notwithstanding, the Trustee
shall promptly deliver or pay to the Issuer from time to time upon the request
of the Issuer any money or U.S. Government Obligations held by it as provided in
Section 8.03 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 that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

     

    Section
8.05.               Repayment to the
Issuer.

     

    Any money
deposited with the Trustee or any Paying Agent, or then held by the Issuer, in
trust for the payment of the principal of, premium, if any, or interest on, any
Series of Securities and remaining unclaimed for two years after such
principal, premium, if any, or interest has become due and payable shall be paid
to the Issuer on its request or (if then held by the Issuer) will be discharged
from such trust; and the Holders of such Securities will thereafter be permitted
to look only to the Issuer for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Issuer as trustee thereof, will thereupon cease;  provided ,  however , that
the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Issuer cause to be published once, in
the New York Times and The Wall Street Journal (national edition), notice that
such money remains unclaimed and that, after a date specified therein, which
will not be less than thirty (30) days from the date of such notification or
publication, any unclaimed balance of such money then remaining will be repaid
to the Issuer.

     

    Section
8.06.               Reinstatement.

     

    If the
Trustee or Paying Agent is unable to apply any money or U.S. Government
Obligations in accordance with this Article Eight or by reason of any order
or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Issuer’s and any applicable
guarantors’ Obligations under this Indenture and the applicable Securities and
the guarantees shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Eight until such time as the Trustee or Paying
Agent is permitted to apply all such money in accordance with this
Article Eight;
provided,
however , that if the Issuer has made any payment of interest on, or
principal of, any such Securities following the reinstatement of its
obligations, the Issuer shall be subrogated to the rights of the Holders of such
Securities to receive such payment from the money or U.S. Government Obligations
held by the Trustee or Paying Agent.


    
      
         


      

      
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    ARTICLE
NINE


     

    AMENDMENTS,
SUPPLEMENTS AND WAIVERS

     

    Section
9.01.               Without Consent of
Holders.

     

    Subject
to Section 9.02 of this Indenture, the Issuer and the Trustee may amend or
supplement this Indenture or the Securities of one or more Series without
the consent of any Holder:

     

    (1)  
to cure any ambiguity, defect or inconsistency;

     

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

     

    (3)  
to provide for the assumption of the Issuer’s or a guarantor’s obligations to
the Holders of the Securities in the case of a merger, consolidation or sale of
all or substantially all of the assets, in accordance with
Article Five;

     

    (4)  
to add guarantees with respect to the Securities of any Series;

     

    (5)  
to release any guarantor from its guarantee or any of its other obligations
under this Indenture (to the extent permitted by this Indenture);

     

    (6)  
to make any change that would provide any additional rights or benefits to the
Holders of Securities or that does not adversely affect the legal rights
hereunder of any Holder;

     

    (7)  
to comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act;

     

    (8)  
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

     

    (9)  
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.

     

    Upon the
request of the Issuer accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, and
upon receipt by the Trustee of the documents described in
Section 7.02(b), the Trustee will join with the Issuer in the execution of
any amended or supplemental indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
that may be therein contained, but the Trustee will not be obligated to enter
into such amended or supplemental indenture that affects its own rights, duties
or immunities under this Indenture or otherwise.

     

    
      
        
        

      

      
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    Section
9.02.               With Consent of
Holders.

     

    (a)  
The Issuer and the Trustee may enter into a supplemental indenture hereto with
the written consent of the Holders of at least a majority in aggregate principal
amount of the outstanding Securities of each Series affected by such
supplemental indenture (including consents obtained in connection with a tender
offer or exchange offer for the Securities of such Series), for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture hereto or of
modifying in any manner the rights of the Holders of each such Series. Subject
to Section 6.07, the Holders of at least a majority in aggregate principal
amount of the outstanding Securities of each Series by notice to the
Trustee (including waivers obtained in connection with a tender offer or
exchange offer for the Securities of such Series) may waive compliance by the
Issuer with any provision of this Indenture or the Securities with respect to
such Series without notice to any other Holders.


    (b)  
Notwithstanding Section 9.02(a), without the consent of each Holder
affected, no amendment or waiver may (with respect to any Securities held by a
non-consenting Holder):

     

    (1)  
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;

     

    (2)  
reduce the rate of or extend the time for payment of interest on any
Security;

     

    (3)  
reduce the principal amount of Discount Securities payable upon acceleration of
the maturity thereof;

     

    (4)  
waive a redemption payment with respect to any Security or change any of the
provisions with respect to the redemption of any Securities, except as
specifically set forth in the Board Resolution, supplemental indenture or
Officers’ Certificate delivered pursuant to Section 2.02;

     

    (5)  
make the principal of or interest, if any, on any Security payable in money or
currency other than that stated in the Security;

     

    (6)  
if the Securities of such Holder are entitled to the benefit of any guarantee,
release any guarantor of such Securities other than as provided in this
Indenture or modify the guarantee in any manner adverse to such
Holder;

     

    (7)  
waive a Default in the payment of principal of or interest 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);

     

    (8)  
change the amount of Securities whose Holders must consent to an amendment,
supplement or waiver; or

     

    (9)  
make any change in Section 6.07, this Section 9.02(b),
Section 10.14 or Section 10.15.

     

    (c)  
It shall not be necessary for the consent of the Holders of Securities under
this Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

     

    (d)  
A consent to any amendment, supplement or waiver under this Indenture by any
Holder given in connection with an exchange (in the case of an exchange offer)
or a tender (in the case of a tender offer) of such Holder’s Securities will not
be rendered invalid by such tender or exchange.

     

    (e)  
After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Issuer shall mail, or cause to be mailed, to the Holders of
Securities affected thereby and, if any Bearer Securities affected thereby are
outstanding, publish on one occasion in an Authorized Newspaper, a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Issuer to mail or publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amendment,
supplement or waiver.


    
      
         


      

      
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    Section
9.03.               Compliance with the Trust
Indenture Act.

     

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

     

    Section
9.04.               Revocation and Effect of
Consents.

     

    Until an
amendment, supplement or waiver becomes effective, a consent to it by a Holder
of a Security is a continuing consent by the Holder and every subsequent Holder
of a Security or portion of a Security that evidences the same debt as the
consenting Holder’s Security, even if notation of the consent is not made on any
Security. However, any such Holder or subsequent Holder may revoke the consent
as to his Security or portion of a Security before the date on which the Trustee
receives an Officers’ Certificate certifying that the Holders of the requisite
Securities have consented (and not theretofore revoked such consent) to the
amendment, supplement or waiver.

     

    The
Issuer 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 thirty (30) days prior to the first
solicitation of such consent. If a record date is fixed, then notwithstanding
the last sentence of the immediately preceding paragraph, those Persons who were
Holders at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to revoke any consent previously given, whether or
not such Persons continue to be Holders after such record date. No such consent
shall be valid or effective for more than ninety (90) days after such record
date. The Issuer shall inform the Trustee in writing of the fixed record date if
applicable.

     

    After an
amendment, supplement or waiver becomes effective, it shall bind every Holder,
unless it makes a change described in any of clauses (1) through
(9) of Section 9.02(b), in which case, the amendment, supplement or
waiver shall bind only each Holder of Securities who has consented to it and
every subsequent Holder of a Securities or portion of Securities that evidences
the same debt as the consenting Holder’s Securities; provided, however, that no such amendment,
supplement or waiver shall impair or affect the right of any Holder to receive
payment of principal of, and interest on, a Security, on or after the respective
due dates therefor, or to bring suit for the enforcement of any such payment on
or after such respective dates without the consent of such Holder.

     

    Section
9.05.               Notation on or Exchange of
Securities.

     

    If an
amendment, supplement or waiver changes the terms of a Security, the Issuer may
require the Holder of the Security to deliver it to the Trustee. The Issuer
shall provide the Trustee with an appropriate notation on the Security about the
changed terms and cause the Trustee to return it to the Holder at the Issuer’s
expense. Alternatively, if the Issuer or the Trustee so determines, the Issuer
in exchange for the Security shall 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.

     

    Section
9.06.               Trustee To Sign Amendments,
Etc.

     

    The
Trustee shall execute any amendment, supplement or waiver authorized pursuant to
this Article Nine;
provided,
however, that the Trustee may, but shall not be obligated to, execute any
such amendment, supplement or waiver which affects the Trustee’s own rights,
duties or immunities under this Indenture. The Trustee shall be entitled to
receive, and shall be fully protected in relying upon, an Opinion of Counsel and
an Officers’ Certificate each stating that the execution of any amendment,
supplement or waiver authorized pursuant to this Article Nine is authorized
or permitted by this Indenture and constitutes legal, valid and binding
obligations of the Issuer enforceable in accordance with its terms, subject to
customary exceptions. Such Opinion of Counsel shall be at the expense of the
Issuer.

     

    Section
9.07.               Trustee
Protected.

     

    In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 7.01) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee shall sign all
supplemental indentures hereto, except that the Trustee need not sign any
supplemental indenture that adversely affects its rights.


    
      
         


      

      
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    ARTICLE
TEN


     

    MISCELLANEOUS

     

    Section
10.01.             Trust Indenture Act
Controls.

     

    If any
provision of this Indenture limits, qualifies, or conflicts with another
provision which is required or deemed to be included in this Indenture by the
Trust Indenture Act, such required or deemed provision shall
control.

     

    Section
10.02.             Notices.

     

    Any
notices or other communications to the Issuer, any Subsidiary of the Issuer, or
the Trustee required or permitted hereunder shall be in writing, and shall be
sufficiently given if made by hand delivery, by nationally recognized overnight
courier service, by facsimile transmission or registered or certified mail,
postage prepaid, return receipt requested, addressed as follows:

     

    if to the
Issuer or any of its Subsidiaries:

     

        
TranSwitch Corporation

        
3 Enterprise Drive

        
Shelton, CT 06484

        
Attention: Chief Executive Officer

        
Telephone:  (203) 929-8810

        
Facsimile:  (203) 926-9453

     

    With a
copy to (which copy alone shall not constitute notice):

     

         
Brown Rudnick, LLP

        
One Financial Center

        
Boston, MA  02111

        
Attention: Jessica H. Collins, Esq.

        
Telephone: (617) 856-8200

        
Facsimile: (617) 856-8201

     

    if to the
Trustee:

     

        
Attention:  

        
Telephone:

        
Facsimile: 

     

    Each of
the Issuer (both for itself and any of its Subsidiaries) and the Trustee by
written notice to each other such Person may designate additional or different
addresses for notices to such Person. Any notice or communication to the Issuer,
any Subsidiary of the Issuer, and the Trustee shall be deemed to have been given
or made as of the date so delivered if personally delivered; when replied to;
when receipt is acknowledged, if sent by facsimile transmission during normal
business hours of the recipient, or, if not sent during normal business hours of
the recipient, on the Business Day after the day receipt is acknowledged; five
(5) calendar 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); one
(1) Business Day after deposit with a nationally recognized overnight
courier service guaranteeing overnight delivery of such notice or
communication.


    
      
         


      

      
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    Any
notice or communication to a Holder required or permitted hereunder shall be
mailed to the Holder at the Holder’s address as it appears on the registration
books of the Registrar and, if any Bearer Securities are outstanding, published
in an Authorized Newspaper.

     

    Failure
to mail a notice or communication to a Holder of Securities of any
Series or any defect in it shall not affect its sufficiency with respect to
other Holders of that or any other Series. If a notice or communication is
mailed or published in the manner provided above, within the time prescribed, it
is duly given, whether or not the addressee receives it.

     

    If the
Issuer mails a notice or communication to Holders, it shall mail a copy to the
Trustee and each Agent at the same time.

     

    Section
10.03.    
        Communications by Holders
with Other Holders.

     

    Holders
of any Series may communicate pursuant to Trust Indenture Act §
312(b) with other Holders 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 Issuer, the Trustee, the Registrar and any
other Person shall have the protection of Trust Indenture Act §
312(c).

     

    Section
10.04.             Certificate and Opinion as
to Conditions Precedent.

     

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

     

    (1)  
an Officers’ Certificate, in form and substance reasonably satisfactory to the
Trustee, stating that all conditions precedent, if any, to be performed or
effected by the Issuer, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

     

    (2)  
an Opinion of Counsel, in form and substance reasonably satisfactory to the
Trustee, stating that, in the opinion of such counsel, all such conditions
precedent, if any, have been complied with.

     

    Section
10.05.             Statements Required in
Certificate or Opinion.

     

    Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than the Officers’ Certificate required by
Section 4.04 or a certificate provided pursuant to Trust Indenture Act §
314(a)(4)) shall comply with the provisions of Trust Indenture Act §
314(e) and 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, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to
whether or not such covenant or condition has been complied with or satisfied;
and

     

    (4)  
a statement as to whether or not, in the opinion of each such Person, such
condition or covenant has been complied with; provided, however, that with respect
to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate
or certificates of public officials.


    
      
         


      

      
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    Section
10.06.             Rules by Trustee and
Agents.

     

    The
Trustee may make reasonable rules for action by or a meeting of Holders of
one or more Series. Any Agent may make reasonable rules and set reasonable
requirements for its functions.

     

    Section
10.07.             Legal
Holidays.

     

    If a
payment date is not a Business Day, payment may be made on the next succeeding
day that is a Business Day.

     

    Section
10.08.             Governing
Laws.

     

    This
Indenture, the Securities, and any guarantees hereunder, will be governed by and
construed in accordance with the laws of the State of New York.

     

    Section
10.09.             No Adverse Interpretation of
Other Agreements.

     

    This
Indenture may not be used to interpret another indenture, loan or debt agreement
of any of the Issuer or any of its Subsidiaries. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.

     

    Section
10.10.             No Recourse Against
Others.

     

    No
director, officer, employee, incorporator, stockholder, member or manager of the
Issuer or any Subsidiary shall have any liability for any obligations of the
Issuer or any Subsidiary under the Securities of any Series or this
Indenture or for any claim based on, in respect of, or by reason of such
obligations or their creation, and no Officer shall have any personal liability
for any Officers’ Certificate signed by such Officer or any inaccuracy therein.
Each Holder of Securities of any Series by accepting such Securities waives
and releases all such liability. Such waiver and release shall be part of the
consideration for issuance of such Securities.

     

    Section
10.11.             Successors.

     

    All
agreements of the Issuer or any Subsidiary in this Indenture and the Securities
shall bind their respective successors. All agreements of the Trustee in this
Indenture shall bind its successor.

     

    Section
10.12.             Duplicate
Originals.

     

    All
parties may sign any number of copies of this Indenture. Each signed copy or
counterpart shall be an original, but all of them together shall represent the
same agreement.

     

    Section
10.13.             Severability.

     

    To the
extent permitted by applicable law, in case any one or more of the provisions in
this Indenture or in the Securities shall be held invalid, illegal or
unenforceable, in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions shall not in any way be affected or impaired thereby, it being
intended that all of the provisions hereof shall be enforceable to the full
extent permitted by law.


    
      
         


      

      
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    Section
10.14.             Securities in a Foreign
Currency or in ECU.

     

    Unless
otherwise specified in a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate delivered pursuant to Section 2.02 of this Indenture
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 ECUs), 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 10.14, “Market Exchange Rate ” shall
mean the noon Dollar buying rate in New York City, New York for cable transfers
of that currency as published by the Federal Reserve Bank of New York; provided, however, in the case of
ECUs, “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 ECUs,
the rate of exchange as published in the Journal, as of the most recent
available date, or quotations or, in the case of ECUs, rates of exchange from
one or more major banks in The City of New York, New York or in the country of
issue of the currency in question or, in the case of ECUs, in Luxembourg or such
other quotations or, in the case of ECUs, rates of exchange as the Trustee, upon
consultation with the Issuer, 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 its sole discretion and shall, in the absence of manifest error, to the
extent permitted by law, be conclusive for all purposes and irrevocably binding
upon the Issuer and all Holders.

     

    Section
10.15.             Judgment
Currency.

     

    The
Issuer 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 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, 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 New York Banking Day,
then 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,
New York the Required Currency with the Judgment Currency on the New York
Banking 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,
any recovery pursuant to any judgment (whether or not entered in accordance with
the preceding clause (a) of this Section 10.15), 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. For
purposes of the foregoing, “New
York Banking Day” means any day except a Saturday, Sunday or a legal
holiday in The City of New York, New York on which banking institutions are
authorized or required by law, regulation or executive order to
close.

     

    ARTICLE
ELEVEN


     

    SINKING
FUNDS

     

    Section
11.01.             Applicability of
Article.

     

    The
provisions of this Article shall be applicable to any sinking fund for the
retirement of the Securities of a Series, except as otherwise permitted or
required by any form of Security of such Series issued pursuant to this
Indenture.


    
      
         


      

      
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    The
minimum amount of any sinking fund payment provided for by the terms of the
Securities of any Series is herein referred to as a “mandatory sinking fund
payment” and any other amount provided for by the terms of Securities of
such Series is herein referred to as an “optional sinking fund
payment.”  If provided for by the terms of Securities of any Series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 11.02.  Each sinking fund payment shall be applied
to the redemption of Securities of any Series as provided for by the terms
of the Securities of such Series.

     

    Section
11.02.             Satisfaction of Sinking Fund
Payments with Securities.

     

    The
Issuer may, in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of any Series to be made pursuant to the terms of
such Securities (1) deliver outstanding Securities of such Series to
which such sinking fund payment is applicable (other than any of such Securities
previously called for mandatory sinking fund redemption) and (2) apply as
credit Securities of such Series to which such sinking fund payment is
applicable and which have been repurchased by the Issuer or redeemed either at
the election of the Issuer pursuant to the terms of such Series of
Securities (except pursuant to any mandatory sinking fund) or through the
application of permitted optional sinking fund payments or other optional
redemptions pursuant to the terms of such Securities,  provided  that
such Securities have not been previously so credited. Such Securities shall be
received by the Trustee, together with an Officers’ Certificate with respect
thereto, not later than fifteen (15) days prior to the date on which the Trustee
begins the process of selecting Securities for redemption, and shall be credited
for such purpose by the Trustee at the price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly. If as a result of the delivery or
credit of Securities in lieu of cash payments pursuant to this
Section 11.02, the principal amount of Securities of such Series to be
redeemed in order to exhaust the aforesaid cash payment shall be less than
$100,000, the Trustee need not call Securities of such Series for
redemption, except upon receipt of an Issuer Order that such action be taken,
and such cash payment shall be held by the Trustee or a Paying Agent and applied
to the next succeeding sinking fund payment, provided, however, that the Trustee or
such Paying Agent shall from time to time upon receipt of an Issuer Order pay
over and deliver to the Issuer any cash payment so being held by the Trustee or
such Paying Agent upon delivery by the Issuer to the Trustee of Securities of
that Series purchased by the Issuer having an unpaid principal amount equal
to the cash payment required to be released to the Issuer.

     

    Section
11.03.             Redemption of Securities for
Sinking Fund.

     

    Not less
than forty-five (45) days (unless otherwise indicated in the Board Resolution,
supplemental indenture or Officers’ Certificate in respect of a particular
Series of Securities) prior to each sinking fund payment date for any
Series of Securities, the Issuer will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that Series pursuant to the terms of that Series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that Series pursuant to Section 11.02, and the optional
amount, if any, to be added in cash to the next ensuing mandatory sinking fund
payment, and the Issuer shall thereupon be obligated to pay the amount therein
specified.

     

    Not less
than thirty (30) days (unless otherwise indicated in the Board Resolution,
supplemental indenture or Officers’ Certificate in respect of a particular
Series of Securities) before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 3.02 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Issuer in the manner provided in Section 3.03. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 3.04, 3.05 and 3.06.


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed.

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                TRANSWITCH
      CORPORATION,

                              
	
                                as
      Issuer

                              
	 
      	 
      
	
                                 By:  

                              	 
      
	 
      	
                                Name:

                              
	 
      	
                                Its:

                              
	 
      	 
      
	
                                ,

                              
	
                                as
      Trustee

                              
	 
      	 
      
	
                                 By:  

                              	 
      
	 
      	
                                Name:

                              
	 
      	
                                Its:

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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