Unassociated Document


    
       

      EXHIBIT
4.2

       

      


       

      RINO
INTERNATIONAL CORPORATION

       

      TO

      ___________________

       

      AS
TRUSTEE

       

      INDENTURE

       

      DATED AS
OF __________, 20__


       

      SUBORDINATED
DEBT SECURITIES


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      TABLE
OF CONTENTS

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	 
      	 
      	
                                  Page

                                
	
                                  ARTICLE 1 DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION

                                	
                                  1

                                
	
                                  Section

                                	
                                   1.1

                                	
                                     Definitions

                                	
                                  1

                                
	
                                  Section

                                	
                                   1.2

                                	
                                     Compliance
      Certificates and Opinions

                                	
                                  10

                                
	
                                  Section

                                	
                                   1.3

                                	
                                     Form
      of Documents Delivered to Trustee

                                	
                                  11

                                
	
                                  Section

                                	
                                   1.4

                                	
                                     Acts
      of Holders; Record Dates

                                	
                                  11

                                
	
                                  Section

                                	
                                   1.5

                                	
                                     Notices,
      etc., to Trustee and Company

                                	
                                  13

                                
	
                                  Section

                                	
                                   1.6

                                	
                                     Notice
      to Holders; Waiver

                                	
                                  14

                                
	
                                  Section

                                	
                                   1.7

                                	
                                     Conflict
      with Trust Indenture Act

                                	
                                  14

                                
	
                                  Section

                                	
                                   1.8

                                	
                                     Effect
      of Headings and Table of Contents

                                	
                                  14

                                
	
                                  Section

                                	
                                   1.9

                                	
                                     Successors
      and Assigns

                                	
                                  14

                                
	
                                  Section

                                	
                                   1.10

                                	
                                     Separability
      Clause

                                	
                                  14

                                
	
                                  Section

                                	
                                   1.11

                                	
                                     Benefits
      of Indenture

                                	
                                  15

                                
	
                                  Section

                                	
                                   1.12

                                	
                                     Governing
      Law

                                	
                                  15

                                
	
                                  Section

                                	
                                   1.13

                                	
                                     Legal
      Holidays

                                	
                                  15

                                
	
                                  Section

                                	
                                   1.14

                                	
                                     Indenture
      and Securities Solely Corporate Obligations

                                	
                                  15

                                
	
                                  Section

                                	
                                   1.15

                                	
                                     Indenture
      May be Executed in Counterparts

                                	
                                  15

                                
	
                                  ARTICLE 2 SECURITY
      FORMS

                                	
                                  16

                                
	
                                  Section

                                	
                                   2.1

                                	
                                     Forms
      Generally

                                	
                                  16

                                
	
                                  Section

                                	
                                   2.2

                                	
                                     Form
      of Face of Security

                                	
                                  16

                                
	
                                  Section

                                	
                                   2.3

                                	
                                     Form
      of Reverse of Security

                                	
                                  18

                                
	
                                  Section

                                	
                                   2.4

                                	
                                     Form
      of Legend for Global Securities

                                	
                                  22

                                
	
                                  Section

                                	
                                   2.5

                                	
                                     Form
      of Trustee’s Certificate of Authentication

                                	
                                  22

                                
	
                                  Section

                                	
                                   2.6

                                	
                                     Form
      of Conversion Notice

                                	
                                  22

                                
	
                                  ARTICLE 3 THE
      SECURITIES

                                	
                                  23

                                
	
                                  Section

                                	
                                   3.1

                                	
                                     Amount
      Unlimited; Issuable in Series

                                	
                                  23

                                
	
                                  Section

                                	
                                   3.2

                                	
                                     Denominations

                                	
                                  27

                                
	
                                  Section

                                	
                                   3.3

                                	
                                     Execution,
      Authentication, Delivery and Dating

                                	
                                  27

                                
	
                                  Section

                                	
                                   3.4

                                	
                                     Temporary
      Securities

                                	
                                  28

                                
	
                                  Section

                                	
                                   3.5

                                	
                                     Registration;
      Registration of Transfer and Exchange

                                	
                                  29

                                
	
                                  Section

                                	
                                   3.6

                                	
                                     Mutilated,
      Destroyed, Lost and Stolen Securities

                                	
                                  30

                                
	
                                  Section

                                	
                                   3.7

                                	
                                     Payment
      of Interest; Interest Rights Preserved

                                	
                                  31

                                
	
                                  Section

                                	
                                   3.8

                                	
                                     Persons
      Deemed Owners

                                	
                                  32

                                
	
                                  Section

                                	
                                   3.9

                                	
                                     Cancellation

                                	
                                  33

                                
	
                                  Section

                                	
                                   3.10

                                	
                                     Computation
      of Interest

                                	
                                  33

                                
	
                                  ARTICLE 4 SATISFACTION
      AND DISCHARGE

                                	
                                  33

                                
	
                                  Section

                                	
                                   4.1

                                	
                                     Satisfaction
      and Discharge of Indenture

                                	
                                  33

                                
	
                                  Section

                                	
                                   4.2

                                	
                                     Application
      of Trust Money

                                	
                                  34

                                
	
                                  ARTICLE 5
      REMEDIES

                                	
                                  34

                                
	
                                  Section

                                	
                                   5.1

                                	
                                     Events
      of Default

                                	
                                  34

                                
	
                                  Section

                                	
                                   5.2

                                	
                                     Acceleration
      of Maturity; Rescission and Annulment

                                	
                                  36

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE OF
CONTENTS

      
        (continued)

      

       

      
        
          	 
      	 
      	 
      	
                  Page

                
	
                  Section

                	
                   5.3

                	
                     Collection
      of Indebtedness and Suits for Enforcement by Trustee

                	
                  37

                
	
                  Section

                	
                   5.4

                	
                     Trustee
      May File Proofs of Claim

                	
                  38

                
	
                  Section

                	
                   5.5

                	
                     Trustee
      May Enforce Claims Without Possession of Securities

                	
                  38

                
	
                  Section

                	
                   5.6

                	
                     Application
      of Money Collected

                	
                  39

                
	
                  Section

                	
                   5.7

                	
                     Limitation
      on Suits

                	
                  39

                
	
                  Section

                	
                   5.8

                	
                     Unconditional
      Right of Holders to Receive Principal, Premium and

                	 
      
	 
      	 
      	
                     Interest
      and to Convert

                	
                  40

                
	
                  Section

                	
                   5.9

                	
                     Restoration
      of Rights and Remedies

                	
                  40

                
	
                  Section

                	
                   5.10

                	
                     Rights
      and Remedies Cumulative

                	
                  40

                
	
                  Section

                	
                   5.11

                	
                     Delay
      or Omission Not Waiver

                	
                  40

                
	
                  Section

                	
                   5.12

                	
                     Control
      by Holders

                	
                  41

                
	
                  Section

                	
                   5.13

                	
                     Waiver
      of Past Defaults

                	
                  41

                
	
                  Section

                	
                   5.14

                	
                     Undertaking
      for Costs

                	
                  41

                
	
                  Section

                	
                   5.15

                	
                     Waiver
      of Usury, Stay or Extension Laws

                	
                  42

                
	
                  ARTICLE 6 THE
      TRUSTEE

                	
                  42

                
	
                  Section

                	
                   6.1

                	
                     Certain
      Duties and Responsibilities

                	
                  42

                
	
                  Section

                	
                   6.2

                	
                     Notice
      of Defaults

                	
                  42

                
	
                  Section

                	
                   6.3

                	
                     Certain
      Rights of Trustee

                	
                  43

                
	
                  Section

                	
                   6.4

                	
                     Not
      Responsible for Recitals or Issuance of Securities

                	
                  44

                
	
                  Section

                	
                   6.5

                	
                     May
      Hold Securities and Act as Trustee under Other Indentures

                	
                  44

                
	
                  Section

                	
                   6.6

                	
                     Money
      Held in Trust

                	
                  44

                
	
                  Section

                	
                   6.7

                	
                     Compensation
      and Reimbursement

                	
                  44

                
	
                  Section

                	
                   6.8

                	
                     Conflicting
      Interests

                	
                  45

                
	
                  Section

                	
                   6.9

                	
                     Corporate
      Trustee Required; Eligibility

                	
                  45

                
	
                  Section

                	
                   6.10

                	
                     Resignation
      and Removal; Appointment of Successor

                	
                  46

                
	
                  Section

                	
                   6.11

                	
                     Acceptance
      of Appointment by Successor

                	
                  47

                
	
                  Section

                	
                   6.12

                	
                     Merger,
      Conversion, Consolidation or Succession to Business

                	
                  48

                
	
                  Section

                	
                   6.13

                	
                     Preferential
      Collection of Claims Against Company

                	
                  48

                
	
                  Section

                	
                   6.14

                	
                     Appointment
      of Authenticating Agent

                	
                  48

                
	
                  ARTICLE 7 HOLDERS’ LISTS
      AND REPORTS BY TRUSTEE AND COMPANY

                	
                  50

                
	
                  Section

                	
                   7.1

                	
                     Company
      to Furnish Trustee Names and Addresses of Holders

                	
                  50

                
	
                  Section

                	
                   7.2

                	
                     Preservation
      of Information; Communications to Holders

                	
                  50

                
	
                  Section

                	
                   7.3

                	
                     Reports
      by Trustee

                	
                  51

                
	
                  Section

                	
                   7.4

                	
                     Reports
      by Company

                	
                  51

                
	
                  ARTICLE 8 CONSOLIDATION,
      MERGER, CONVEYANCE, TRANSFER OR LEASE

                	
                  51

                
	
                  Section

                	
                   8.1

                	
                     Company
      May Consolidate, etc., Only on Certain Terms

                	
                  51

                
	
                  Section

                	
                   8.2

                	
                     Successor
      Substituted

                	
                  52

                
	
                  ARTICLE 9 SUPPLEMENTAL
      INDENTURES

                	
                  52

                
	
                  Section

                	
                   9.1

                	
                     Supplemental
      Indentures Without Consent of Holders

                	
                  52

                
	
                  Section

                	
                   9.2

                	
                     Supplemental
      Indentures with Consent of Holders

                	
                  54

                


        

      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      
         

        TABLE OF
CONTENTS

        
          (continued)

           

        

      

      
        
          	 
      	 
      	 
      	
                  Page

                
	
                  Section

                	
                   9.3

                	
                     Execution
      of Supplemental Indentures

                	
                  55

                
	
                  Section

                	
                   9.4

                	
                     Effect
      of Supplemental Indentures

                	
                  55

                
	
                  Section

                	
                   9.5

                	
                     Conformity
      with Trust Indenture Act

                	
                  55

                
	
                  Section

                	
                   9.6

                	
                     Reference
      in Securities to Supplemental Indentures

                	
                  55

                
	
                  Section

                	
                   9.7

                	
                     Subordination
      Unimpaired

                	
                  56

                
	
                  ARTICLE 10
      COVENANTS

                	
                  56

                
	
                  Section

                	
                   10.1

                	
                     Payment
      of Principal, Premium and Interest

                	
                  56

                
	
                  Section

                	
                   10.2

                	
                     Maintenance
      of Office or Agency

                	
                  56

                
	
                  Section

                	
                   10.3

                	
                     Money
      for Securities Payments to be Held in Trust

                	
                  57

                
	
                  Section

                	
                   10.4

                	
                     Statement
      by Officers as to Default

                	
                  58

                
	
                  Section

                	
                   10.5

                	
                     Existence

                	
                  58

                
	
                  Section

                	
                   10.6

                	
                     Maintenance
      of Properties

                	
                  58

                
	
                  Section

                	
                   10.7

                	
                     Payment
      of Taxes and Other Claims

                	
                  58

                
	
                  Section

                	
                   10.8

                	
                     Waiver
      of Certain Covenants

                	
                  59

                
	
                  ARTICLE 11 REDEMPTION OF
      SECURITIES

                	
                  59

                
	
                  Section

                	
                   11.1

                	
                     Applicability
      of Article

                	
                  59

                
	
                  Section

                	
                   11.2

                	
                     Election
      to Redeem; Notice to Trustee

                	
                  59

                
	
                  Section

                	
                   11.3

                	
                     Selection
      by Trustee of Securities to Be Redeemed

                	
                  59

                
	
                  Section

                	
                   11.4

                	
                     Notice
      of Redemption

                	
                  60

                
	
                  Section

                	
                   11.5

                	
                     Deposit
      of Redemption Price

                	
                  61

                
	
                  Section

                	
                   11.6

                	
                     Securities
      Payable on Redemption Date

                	
                  61

                
	
                  Section

                	
                   11.7

                	
                     Securities
      Redeemed in Part

                	
                  62

                
	
                  ARTICLE 12 SINKING
      FUNDS

                	
                  62

                
	
                  Section

                	
                   12.1

                	
                     Applicability
      of Article

                	
                  62

                
	
                  Section

                	
                   12.2

                	
                     Satisfaction
      of Sinking Fund Payments with Securities

                	
                  62

                
	
                  Section

                	
                   12.3

                	
                     Redemption
      of Securities for Sinking Fund

                	
                  63

                
	
                  ARTICLE 13 DEFEASANCE
      AND COVENANT DEFEASANCE

                	
                  63

                
	
                  Section

                	
                   13.1

                	
                     Company’s
      Option to Effect Defeasance or Covenant Defeasance

                	
                  63

                
	
                  Section

                	
                   13.2

                	
                     Defeasance
      and Discharge

                	
                  63

                
	
                  Section

                	
                   13.3

                	
                     Covenant
      Defeasance

                	
                  64

                
	
                  Section

                	
                   13.4

                	
                     Conditions
      to Defeasance or Covenant Defeasance

                	
                  65

                
	
                  Section

                	
                   13.5

                	
                     Deposited
      Money, U.S. Government Obligations and Foreign

                	 
      
	 
      	 
      	
                     Government
      Obligations to be Held in Trust; Miscellaneous Provisions

                	
                  67

                
	
                  Section

                	
                   13.6

                	
                     Reinstatement

                	
                  68

                
	
                  ARTICLE 14 CONVERSION OF
      SECURITIES

                	
                  68

                
	
                  Section

                	
                   14.1

                	
                     Applicability
      of Article

                	
                  68

                
	
                  Section

                	
                   14.2

                	
                     Exercise
      of Conversion Privilege

                	
                  68

                
	
                  Section

                	
                   14.3

                	
                     No
      Fractional Shares

                	
                  70

                
	
                  Section

                	
                   14.4

                	
                     Adjustment
      of Conversion Price or Conversion Rate

                	
                  70

                
	
                  Section

                	
                   14.5

                	
                     Notice
      of Certain Corporate Actions

                	
                  71

                


        

      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

      
         

        TABLE OF
CONTENTS

        
          (continued)

        

      

       

      
        
          	 
      	 
      	 
      	
                  Page

                
	
                  Section

                	
                   14.6

                	
                   Reservation
      of Shares of Common Stock

                	
                  71

                
	
                  Section

                	
                   14.7

                	
                   Payment
      of Certain Taxes upon Conversion

                	
                  72

                
	
                  Section

                	
                   14.8

                	
                   Nonassessability

                	
                  72

                
	
                  Section

                	
                   14.9

                	
                   Provision
      in Case of Consolidation, Merger or Sale of Assets

                	
                  72

                
	
                  Section

                	
                   14.10

                	
                   Duties
      of Trustee Regarding Conversion

                	
                  73

                
	
                  Section

                	
                   14.11

                	
                   Repayment
      of Certain Funds upon Conversion

                	
                  73

                
	
                  ARTICLE 15 SUBORDINATION
      OF SECURITIES

                	
                  74

                
	
                  Section

                	
                   15.1

                	
                   Agreement
      of Subordination

                	
                  74

                
	
                  Section

                	
                   15.2

                	
                   Payments
      to Holders

                	
                  74

                
	
                  Section

                	
                   15.3

                	
                   Subrogation
      of Securities

                	
                  77

                
	
                  Section

                	
                   15.4

                	
                   Authorization
      to Effect Subordination

                	
                  78

                
	
                  Section

                	
                   15.5

                	
                   Notice
      to Trustee

                	
                  78

                
	
                  Section

                	
                   15.6

                	
                   Trustee’s
      Relation to Senior Debt

                	
                  79

                
	
                  Section

                	
                   15.7

                	
                   No
      Impairment of Subordination

                	
                  79

                
	
                  Section

                	
                   15.8

                	
                   Certain
      Conversions/Exchanges Deemed Payment

                	
                  79

                
	
                  Section

                	
                   15.9

                	
                   Article
      Applicable to Paying Agents

                	
                  80

                
	
                  Section

                	
                   15.10

                	
                   Senior
      Debt Entitled to Rely

                	
                  80

                
	
                  Section

                	
                   15.11

                	
                   Reliance
      on Judicial Order or Certificate of Liquidating Agent

                	
                  80

                
	
                  Section

                	
                   15.12

                	
                   Trust
      Monies Not Subordinated

                	
                  81

                


        

      

       

      
        
           


        

        
          iv

          
            

          

        

        
           


        

      


      RINO
International Corporation

       

      Certain
Sections of this Indenture relating to Sections 3.10 through 3.18, inclusive, of
the Trust Indenture Act of 1939:

      


      
        
          	
                  Section 310

                	
                   (a)(1)

                	
                   6.9

                
	 
      	
                   (a)(2)

                	
                   6.9

                
	 
      	
                   (a)(3)

                	
                  Not
      Applicable

                
	 
      	
                   (a)(4)

                	
                  Not
      Applicable

                
	 
      	
                   (b)

                	
                   6.8,
      6.10

                
	
                  Section 311

                	
                   (a)

                	
                   6.13

                
	 
      	
                   (b)

                	
                   6.13

                
	
                  Section 312

                	
                   (a)

                	
                   7.1,
      7.2

                
	 
      	
                   (b)

                	
                   7.2

                
	 
      	
                   (c)

                	
                   7.2

                
	
                  Section 313

                	
                   (a)

                	
                   7.3

                
	 
      	
                   (b)

                	
                   7.3

                
	 
      	
                   (c)

                	
                   7.3

                
	 
      	
                   (d)

                	
                   7.3

                
	
                  Section 314

                	
                   (a)

                	
                   7.4

                
	 
      	
                   (a)(4)

                	
                   1.1,
      10.4

                
	 
      	
                   (b)

                	
                  Not
      Applicable

                
	 
      	
                   (c)(1)

                	
                   1.2

                
	 
      	
                   (c)(2)

                	
                   1.2

                
	 
      	
                   (c)(3)

                	
                  Not
      Applicable

                
	 
      	
                   (d)

                	
                  Not
      Applicable

                
	 
      	
                   (e)

                	
                   1.2

                
	
                  Section 315

                	
                   (a)

                	
                   6.1

                
	 
      	
                   (b)

                	
                   6.2

                
	 
      	
                   (c)

                	
                   6.1

                
	 
      	
                   (d)

                	
                   6.1

                
	 
      	
                   (e)

                	
                   5.14

                
	
                  Section 316

                	
                   (a)

                	
                   1.1

                
	 
      	
                   (a)(1)(A)

                	
                   5.2,
      5.12

                
	 
      	
                   (a)(1)(B)

                	
                   5.13

                
	 
      	
                   (a)(2)

                	
                  Not
      Applicable

                
	 
      	
                   (a)(2)

                	
                  Not
      Applicable

                
	 
      	
                   (b)

                	
                   5.8

                
	 
      	
                   (c)

                	
                   1.4

                
	
                  Section 317

                	
                   (a)(1)

                	
                   5.3

                
	 
      	
                   (a)(2)

                	
                   5.4

                
	 
      	
                   (b)

                	
                   10.3

                
	
                  Section 318

                	
                   (a)

                	
                   1.7

                


        

      

       

      NOTE:  This
reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      INDENTURE,
dated as of __________, 20__, between RINO International Corporation, a
corporation duly organized and existing under the laws of the State of Nevada
(herein called the “Company”), having its principal executive office at 11
Youquan Road, Zhanqian Street, Jinzhou District, Dalian, People’s Republic of
China, and ____________, as Trustee (herein called the “Trustee”).

       

      RECITALS
OF THE COMPANY

       

      The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its unsecured subordinated
debentures, notes or other evidences of indebtedness (herein called the
“Securities”), to be issued in one or more series as provided in this
Indenture.

       

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

       

      NOW, THEREFORE, THIS INDENTURE
WITNESSETH:

       

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

       

      ARTICLE 1


       

      DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

       

      Section 1.1       Definitions.

       

      For all
purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:

       

      (1)           the
terms defined in this Article have the meanings assigned to them in this Article
and include the plural as well as the singular;

       

      (2)           all
other terms used herein which are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them
therein;

       

      (3)           all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles in the United States
of America, and, except as otherwise herein expressly provided, the term
“generally accepted accounting principles” with respect to any computation
required or permitted hereunder shall mean such accounting principles in the
United States of America as are generally accepted at the date of such
computation;


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      (4)           all
references to “$” refer to the lawful currency of the United States of
America;

       

      (5)           unless
the context otherwise requires, any reference to an “Article” or a “Section”
refers to an Article or a Section, as the case may be, of this Indenture;
and

       

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

       

      “Act,”
when used with respect to any Holder, has the meaning specified in
Section 1.4.

       

      “Additional
Interest” has the meaning specified in Section 7.02(b).

       

      “Affiliate”
of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person.

       

      “Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 6.14
to act on behalf of the Trustee to authenticate Securities of one or more
series.

       

      “Board of
Directors” means either the board of directors of the Company or any duly
authorized committee of that board empowered to act for it with respect to this
Indenture.

       

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

       

      “Business
Day,” when used with respect to any Place of Payment, means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment are authorized or obligated by law or
executive order to close.

       

      “Commission”
means the Securities and Exchange Commission, from time to time constituted,
created under the Exchange Act, or, if at any time after the execution of this
instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.

       

      “Common
Stock” includes any stock of any class of the Company which has no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and which is
not subject to redemption by the Company; provided, however, subject to
the provisions of Section 14.9, shares issuable upon conversion of
Securities shall include only shares of the class designated as Common Stock of
the Company at the date of this Indenture or shares of any class or classes
resulting from any reclassification or reclassifications thereof and which have
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the Company
and which are not subject to redemption by the Company; provided, further, that if at
any time there shall be more than one such resulting class, the shares of each
such class then so issuable shall be substantially in the proportion which the
total number of shares of such class resulting from all such reclassifications
bears to the total number of shares of all such classes resulting from all such
reclassifications.


      
        
           


        

        
          -2-

          
            

          

        

        
           


        

      

       

      “Company”
means the corporation named as the “Company” in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Company” shall mean
such successor Person.

       

      “Company
Request” or “Company Order” means a written request or order signed in the name
of the Company by its Chairman of the Board, its Vice Chairman of the Board, its
Chief Executive Officer, its President or a Vice President, and by its principal
financial officer, its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee.

       

      “control”
when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the
foregoing.

       

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

       

      “corporation”
means a corporation, association, company, joint-stock company or business
trust.

       

      “Covenant
Defeasance” has the meaning specified in Section 13.3.

       

      “Defaulted
Interest” has the meaning specified in Section 3.7.

       

      “Defeasance”
has the meaning specified in Section 13.2.

       

      “Depositary”
means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, a clearing agency registered under
the Exchange Act that is designated to act as Depositary for such Securities as
contemplated by Section 3.1.

       

      “Designated
Senior Debt” means the Company’s obligations under any particular Senior Debt in
which the instrument creating or evidencing the same or the assumption or
guarantee thereof (or related agreements or documents to which the Company is a
party) expressly provides that such Senior Debt shall be “Designated Senior
Debt” for purposes of this Indenture (provided that such
instrument, agreement or other document may place limitations and conditions on
the right of such Senior Debt to exercise the rights of Designated Senior
Debt).  If any payment made to any holder of any Designated Senior
Debt or its Representative with respect to such Designated Senior Debt is
rescinded or must otherwise be returned by such holder or Representative upon
the insolvency, bankruptcy or reorganization of the Company or otherwise, the
reinstated Indebtedness of the Company arising as a result of such rescission or
return shall constitute Designated Senior Debt effective as of the date of such
rescission or return.


      
        
           


        

        
          -3-

          
            

          

        

        
           


        

      

       

      “euro” or
“euros” means the currency adopted by those nations participating in the third
stage of the economic and monetary union provisions of the Treaty on European
Union, signed at Maastricht on February 7, 1992.

       

      “European
Economic Area” means the member nations of the European Economic Area pursuant
to the Oporto Agreement on the European Economic Area dated May 2, 1992, as
amended.

       

      “European
Union” means the member nations of the European Union established by the Treaty
of European Union, signed at Maastricht on February 2, 1992, which amended
the Treaty of Rome establishing the European Community.

       

      “Event of
Default” has the meaning specified in Section 5.1.

       

      “Exchange
Act” means the Securities Exchange Act of 1934 and any statute successor
thereto, in each case as amended from time to time.

       

      “Expiration
Date” has the meaning specified in Section 1.4.

       

      “Foreign
Government Obligation” means with respect to Securities of any series which are
not denominated in the currency of the United States of America (x) any
security which is (i) a direct obligation of the government which issued or
caused to be issued the currency in which such security is denominated and for
the payment of which obligations its full faith and credit is pledged or, with
respect to Securities of any series which are denominated in euros, a direct
obligation of any member nation of the European Union for the payment of which
obligation the full faith and credit of the respective nation is pledged so long
as such nation has a credit rating at least equal to that of the highest rated
member nation of the European Economic Area, or (ii) an obligation of a
Person controlled or supervised by and acting as an agency or instrumentality of
a government specified in clause (i) above the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the such
government, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (y) any depositary
receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
Act) as custodian with respect to any Foreign Government Obligation which is
specified in clause (x) above and held by such bank for the account of the
holder of such depositary receipt, or with respect to any specific payment of
principal of or interest on any Foreign Government Obligation which is so
specified and held, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the Foreign Government Obligation or the specific payment of principal or
interest evidenced by such depositary receipt.


      
        
           


        

        
          -4-

          
            

          

        

        
           


        

      

       

      “Global
Security” means a Security that evidences all or part of the Securities of any
series and bears the legend set forth in Section 2.4 (or such legend as may
be specified as contemplated by Section 3.1 for such
Securities).

       

      “Holder”
means a Person in whose name a Security is registered in the Security
Register.

       

      “Indebtedness”
means, with respect to any Person, and without duplication, whether absolute or
contingent, secured or unsecured, due or to become due, (a) all indebtedness,
obligations and other liabilities (contingent or otherwise) of such Person
evidenced by a credit or loan agreement, note, bond, debenture, or other written
obligation (whether or not the recourse of the lender is to the whole of the
assets of such person or to only a portion thereof) or for money borrowed
(including obligations of such Person in respect of overdrafts, foreign exchange
contracts, currency exchange agreements, interest rate protection agreements,
and any loans or advances from banks, whether or not evidenced by notes or
similar instruments); (b) all obligations and liabilities (contingent or
otherwise) of such Person evidenced by a note or similar instrument given in
connection with the acquisition of any businesses, properties or assets of any
kind; (c) all obligations and liabilities (contingent or otherwise) in respect
of leases of such Person required, in conformity with generally accepted
accounting principles, to be accounted for as capitalized lease obligations on
the balance sheet of such Person and all obligations and other liabilities
(contingent or otherwise) or as lessee under any leases or related documents for
facilities, capital equipment or related assets, whether or not capitalized,
entered into or leased for financing purposes; (d) all obligations of such
Person (contingent or otherwise) with respect to interest rate and currency
swaps, caps, floors, collars, hedge agreements, forward contracts or similar
agreements or arrangements; (e) all obligations and other liabilities
(contingent or otherwise) of such Person with respect to letters of credit,
bankers’ acceptances or similar facilities, including reimbursement obligations
with respect to the foregoing; (f) all obligations and liabilities of such
Person or assumed as the deferred purchase price of property or services, but
excluding trade accounts payable and accrued liabilities arising in the ordinary
course of business; (g) all obligations of the type referred to in (a)
through (f) above of another Person the payment of which, in either case, such
Person has assumed or guaranteed or for which such Person is responsible or
liable directly or indirectly, jointly or severally, as obligor, guarantor or
otherwise, or which are secured by a lien on such Person’s property; and
(h) any and all renewals, extensions, modifications, replacements,
restatements and refundings of, or, any indebtedness or obligation issued in
exchange for, any such indebtedness or obligation of the kind described in
clauses (a) through (g) above.


      
        
           


        

        
          -5-

          
            

          

        

        
           


        

      

       

      “Indenture”
means this instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including, for all purposes
of this instrument and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively.  The term
“Indenture” shall also include the terms of particular series of Securities
established as contemplated by Section 3.1; provided, however, that if at
any time more than one Person is acting as Trustee under this Indenture due to
the appointment of one or more separate Trustees for any one or more separate
series of Securities, “Indenture” shall mean, with respect to such series of
Securities for which any such Person is Trustee, this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of Securities
for which such Person is Trustee established as contemplated by
Section 3.1, exclusive, however, of any provisions or terms which relate
solely to other series of Securities for which such Person is not Trustee,
regardless of when such terms or provisions were adopted, and exclusive of any
provisions or terms adopted by means of one or more indentures supplemental
hereto executed and delivered after such Person had become such Trustee, but to
which such person, as such Trustee, was not a party; provided, further that in the
event that this Indenture is supplemented or amended by one or more indentures
supplemental hereto which are only applicable to certain series of Securities,
the term “Indenture” for a particular series of Securities shall only include
the supplemental indentures applicable thereto.

       

      “interest,”
when used with respect to an Original Issue Discount Security, which by its
terms bears interest only after Maturity, means interest payable after
Maturity.

       

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

       

      “Investment
Company Act” means the Investment Company Act of 1940 and any statute successor
thereto, in each case as amended from time to time.

       

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

       

      “Notice
of Default” means a written notice of the kind specified in
Section 5.1(4).

       

      “Officers’
Certificate” means a certificate signed by the Chairman of the Board, a Vice
Chairman of the Board, the Chief Executive Officer, the President or a Vice
President, and by the principal financial officer, the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee.  One of the officers signing an Officers’
Certificate given pursuant to Section 10.4 shall be the principal
executive, financial or accounting officer of the Company.

       

      “Opinion
of Counsel” means a written opinion of counsel, who may be counsel for, or an
employee of, the Company, and who shall be reasonably acceptable to the
Trustee.

       

      “Original
Issue Discount Security” means any Security that provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2.

       

      “Outstanding,”
when used with respect to Securities, means, as of the date of determination,
all Securities theretofore authenticated and delivered under this Indenture,
except


      
        
           


        

        
          -6-

          
            

          

        

        
           


        

      

       

      (1)           Securities
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;

       

      (2)           Securities
for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of such Securities;
provided that, if such Securities are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made;

       

      (3)           Securities
as to which Defeasance has been effected pursuant to Section 13.2;
and

       

      (4)           Securities
which have been paid pursuant to Section 3.6 or in exchange for or in lieu
of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company;

       

      provided, however, that in
determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given, made or taken any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder as
of any date, (A) the principal amount of an Original Issue Discount
Security which shall be deemed to be Outstanding shall be the amount of the
principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 5.2,
(B) if, as of such date, the principal amount payable at the Stated
Maturity of a Security is not determinable, the principal amount of such
Security which shall be deemed to be Outstanding shall be the amount as
specified or determined as contemplated by Section 3.1, (C) the
principal amount of a Security denominated in one or more non-U.S. dollar
currencies or currency units which shall be deemed to be Outstanding shall be
the U.S. dollar equivalent, determined as of such date in the manner provided as
contemplated by Section 3.1, of the principal amount of such Security (or,
in the case of a Security described in clause (A) or (B) above, of the
amount determined as provided in such clause), and (D) Securities owned by
the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, only Securities which the Trustee knows to be
so owned shall be so disregarded.  Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee’s right so to act with respect to
such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other
obligor.

       

      “Paying
Agent” means any Person authorized by the Company to pay the principal of or any
premium or interest on any Securities on behalf of the Company.

       

      “Payment
Blockage Notice” has the meaning specified in
Section 15.2.


      
        
           


        

        
          -7-

          
            

          

        

        
           


        

      

       

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

       

      “Place of
Payment,” when used with respect to the Securities of any series, means the
place or places where the principal of and any premium and interest on the
Securities of that series are payable as specified as contemplated by
Section 3.1.

       

      “Predecessor
Security” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular Security;
and, for the purposes of this definition, any Security authenticated and
delivered under Section 3.6 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Security shall be deemed to evidence the same debt as
the mutilated, destroyed, lost or stolen Security.

       

      “Record
Date” means any Regular Record Date or Special Record Date.

       

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

       

      “Redemption
Price,” when used with respect to any Security to be redeemed, means the price
at which it is to be redeemed pursuant to this Indenture.

       

      “Regular
Record Date” for the interest payable on any Interest Payment Date on the
Securities of any series means the date specified for that purpose as
contemplated by Section 3.1.

       

      “Reporting
Default” has the meaning specified in Section 7.02(b).

       

      “Representative”
means the (a) indenture trustee or other trustee, agent or representative
for any Senior Debt or (b) with respect to any Senior Debt that does not
have any such trustee, agent or other representative, (i) in the case of
such Senior Debt issued pursuant to an agreement providing for voting
arrangements as among the holders or owners of such Senior Debt, any holder or
owner of such Senior Debt acting with the consent of the required persons
necessary to bind such holders or owners of such Senior Debt and (ii) in
the case of all other such Senior Debt, the holder or owner of such Senior
Debt.

       

      “Responsible
Officer” means, when used with respect to the Trustee, an officer of the Trustee
in the Corporate Trust Office assigned and duly authorized by the Trustee to
administer its corporate trust matters.

       

      “Securities”
has the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this
Indenture.

       

      “Securities
Act” means the Securities Act of 1933 and any statute successor thereto, in each
case as amended from time to time.


      
        
           


        

        
          -8-

          
            

          

        

        
           


        

      

       

      “Security
Register” and “Security Registrar” have the respective meanings specified in
Section 3.5.

       

      “Senior
Debt” means the principal of, premium, if any, interest (including all interest
accruing subsequent to the commencement of any bankruptcy or similar proceeding,
whether or not a claim for post-petition interest is allowable as a claim in any
such proceeding) and rent payable on or in connection with, and all fees, costs,
expenses and other amounts accrued or due on or in connection with, Indebtedness
of the Company, whether outstanding on the date of this Indenture or thereafter
created, incurred, assumed, guaranteed or in effect guaranteed by the Company
(including all deferrals, renewals, extensions or refundings of, or amendments,
modifications or supplements to, the foregoing), unless in the case of any
particular Indebtedness the instrument creating or evidencing the same or the
assumption or guarantee thereof expressly provides that such Indebtedness shall
not be senior in right of payment to the Securities or expressly provides that
such Indebtedness is “pari passu” or “ junior” to the
Securities.  Notwithstanding the foregoing, the term Senior Debt shall
not include any Indebtedness of the Company to any Subsidiary of the
Company.  If any payment made to any holder of any Senior Debt or its
Representative with respect to such Senior Debt is rescinded or must otherwise
be returned by such holder or Representative upon the insolvency, bankruptcy or
reorganization of the Company or otherwise, the reinstated Indebtedness of the
Company arising as a result of such rescission or return shall constitute Senior
Debt effective as of the date of such rescission or return.

       

      “Special
Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.7.

       

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

       

      “Subsidiary”
means a Person of which at least a majority of the outstanding voting stock
having the power to elect a majority of the board of directors of such Person
(in the case of a corporation) is, or of which at least a majority of the equity
interests (in the case of a Person which is not a corporation) are, at the time
owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other
Subsidiaries.  For the purposes of this definition, “voting stock”
means stock or similar interests to the Company which ordinarily has or have
voting power for the election of directors or persons performing similar
functions, whether at all times or only so long as no senior class of stock or
other interests has or have such voting power by reason of any
contingency.

       

      “Trust
Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as
of which this instrument was executed; provided, however, that in the
event the Trust Indenture Act of 1939 is amended after such date, “Trust
Indenture Act” means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.


      
        
           


        

        
          -9-

          
            

          

        

        
           


        

      

       

      “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 or
include 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 Obligation” means (x) any security which is (i) a direct
obligation of the United States of America for the payment of which the full
faith and credit of the United States of America is pledged or (ii) an
obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (y) any depositary
receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
Act) as custodian with respect to any U.S. Government Obligation which is
specified in clause (x) above and held by such bank for the account of the
holder of such depositary receipt, or with respect to any specific payment of
principal of or interest on any U.S. Government Obligation which is so specified
and held, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depositary receipt from any amount received by the custodian in respect of the
U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.

       

      “Vice
President,” when used with respect to the Company or the Trustee, means any vice
president, whether or not designated by a number or a word or words added before
or after the title “vice president.”

       

      Section 1.2       Compliance Certificates and
Opinions.

       

      Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee such
certificates and opinions as may be required under the Trust Indenture
Act.  Each such certificate or opinion shall be given in the form of
an Officers’ Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

       

      Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include,

       

      (1)           a
statement that each individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;

       

      (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 each such individual, he or she has made such
examination or investigation as is necessary to enable him or her to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and


      
        
           


        

        
          -10-

          
            

          

        

        
           


        

      

       

      (4)           a
statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.

       

      Section 1.3       Form of Documents Delivered to
Trustee.

       

      In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

       

      Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the matters upon which his or her certificate or opinion is based are
erroneous.  Any such certificate or opinion of counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

       

      Where any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one
instrument.

       

      Section 1.4       Acts of Holders; Record
Dates.

       

      Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the
Company.  The Trustee shall promptly deliver to the Company copies of
all such instrument or instruments delivered to the Trustee.  Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments.  Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.1) conclusive in favor
of the Trustee and the Company, if made in the manner provided in this
Section.

       

      The fact
and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a
notary public or other officer authorized by law to take acknowledgments of
deeds, certifying that the individual signing such instrument or writing
acknowledged to him or her the execution thereof.  Where such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority.  The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner that the Trustee deems
sufficient.


      
        
           


        

        
          -11-

          
            

          

        

        
           


        

      

       

      The
ownership of Securities shall be proved by the Security Register.

       

      Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

       

      The
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to give, make or take
any request, demand, authorization, direction, vote, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date.  Nothing in this
paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken.  Promptly after any record
date is set pursuant to this paragraph, the Company, at its own expense, shall
cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to each
Holder of Securities of the relevant series in the manner set forth in
Section 1.6.

       

      The
Trustee may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.2, (iii) any request to
institute proceedings referred to in Section 5.7(2) or (iv) any
direction referred to in Section 5.12, in each case with respect to
Securities of such series.  If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of such series on such record
date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders
after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date.  Nothing in this
paragraph shall be construed to prevent the Trustee from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in
Section 1.6.


      
        
           


        

        
          -12-

          
            

          

        

        
           


        

      

       

      With
respect to any record date set pursuant to this Section, the party hereto which
sets such record dates may designate any day as the “Expiration Date” and from
time to time may change the Expiration Date to any earlier or later day; provided that no such
change shall be effective unless notice of the proposed new Expiration Date is
given to the other party hereto in writing, and to each Holder of Securities of
the relevant series in the manner set forth in Section 1.6, on or prior to
the existing Expiration Date.  If an Expiration Date is not designated
with respect to any record date set pursuant to this Section, the party hereto
which set such record date shall be deemed to have initially designated the
180th day after such record date as the Expiration Date with respect thereto,
subject to its right to change the Expiration Date as provided in this
paragraph.  Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

       

      Without
limiting the foregoing, a Holder entitled hereunder to take any action hereunder
with regard to any particular Security may do so with regard to all or any part
of the principal amount of such Security or by one or more duly appointed agents
each of which may do so pursuant to such appointment with regard to all or any
part of such principal amount.

       

      Section 1.5       Notices, etc., to Trustee and
Company.

       

      Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,

       

      (1)           the
Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing (or by facsimile
transmissions, provided that oral confirmation of receipt shall have been
received) to or with the Trustee at its Corporate Trust Office, Attention:
Corporate Trust Department, or

       

      (2)           the
Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, personally delivered or sent via overnight courier
to the Company addressed to it at the address of its principal office specified
in the first paragraph of this instrument or at any other address previously
furnished in writing to the Trustee by the Company, Attention: Chief Financial
Officer.


      
        
           


        

        
          -13-

          
            

          

        

        
           


        

      

       

      Section 1.6       Notice to Holders;
Waiver.

       

      Where
this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, or delivered by hand or overnight
courier, to each Holder affected by such event, at its address as it appears in
the Security Register, not later than the latest date (if any), and not earlier
than the earliest date (if any), prescribed for the giving of such
notice.  Neither the failure to mail or deliver by hand or overnight
courier any notice, nor any defect in any notice so mailed or delivered by hand
or overnight courier, to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders.  Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice.  Waivers of notice
by Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.

       

      In case
by reason of the suspension of regular mail service or by reason of any other
cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

       

      Section 1.7       Conflict with Trust Indenture
Act.

       

      If any
provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under the Trust Indenture Act to be a part of and
govern this Indenture, the latter provision shall control.  If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act, which may be so modified or excluded, the latter provision shall
be deemed to apply to this Indenture as so modified or to be excluded, as the
case may be.

       

      Section 1.8       Effect of Headings and Table of
Contents.

       

      The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

       

      Section 1.9       Successors and
Assigns.

       

      All
covenants and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.

       

      Section 1.10     Separability
Clause.

       

      In case
any provision in this Indenture or in the Securities shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired
thereby.


      
        
           


        

        
          -14-

          
            

          

        

        
           


        

      

       

      Section 1.11     Benefits of
Indenture.

       

      Nothing
in this Indenture or in the Securities, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder, the
holders of Senior Debt and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

       

      Section 1.12     Governing Law.

       

      THIS
INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

       

      Section 1.13     Legal Holidays.

       

      In any
case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security or the last date on which a Holder has the right to convert a Security
at a particular conversion price or conversion rate, as the case may be, shall
not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities (other than a provision of any
Security which specifically states that such provision shall apply in lieu of
this Section)) payment of interest or principal (and premium, if any) or, if
applicable to a particular series of Securities, conversion need not be made at
such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date or Redemption Date, at the Stated Maturity or on
such last day for conversion, as the case may be.

       

      Section 1.14     Indenture and Securities Solely
Corporate Obligations.

       

      No
recourse for the payment of the principal of or premium, if any, or interest on
any Security, or for any claim based thereon or otherwise in respect thereof,
and no recourse under or upon any obligation, covenant or agreement of the
Company in this Indenture or in any supplemental indenture or in any Security,
or because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, employee, agent, officer, or director or
subsidiary, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of the Securities.

       

      Section 1.15     Indenture May be Executed in
Counterparts.

       

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


      
        
           


        

        
          -15-

          
            

          

        

        
           


        

      

       

      ARTICLE 2


       

      SECURITY
FORMS

       

      Section 2.1       Forms Generally.

       

      The
Securities of each series shall be in substantially the form set forth in this
Article, or in such other form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or
Depositary therefor or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution
thereof.  If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.3 for the authentication and delivery of
such Securities.  Any such Board Resolution or record of such action
shall have attached thereto a true and correct copy of the form of Security
referred to therein approved by or pursuant to such Board
Resolution.

       

      The
definitive Securities shall be printed, lithographed or engraved on steel
engraved borders or may be produced in any other manner, all as determined by
the officers executing such Securities, as evidenced by their execution of such
Securities.

       

      Section 2.2       Form of Face of
Security.

       

      [INSERT
ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS
THEREUNDER.]

       

      RINO
INTERNATIONAL CORPORATION

      


      
        
          	
                  ____________________________________________________________________

                
	 
      	 
      	 
      
	
                  NO.
      _____

                	 
      	
                  $___________

                
	 
      	 
      	 
      
	 
      	 
      	
                  CUSIP:
      ___________

                


        

      

       

      RINO
International Corporation, a corporation duly organized and existing under the
laws of Nevada (herein called the “Company,” which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to _______________________________, or registered assigns, the
principal sum of ________________________________________ dollars on
____________ [if the Security
is to bear interest prior to Maturity, insert — , and to pay interest
thereon from _________ or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on ___________ and
__________ in each year,


      
        
           


        

        
          -16-

          
            

          

        

        
           


        

      

       

      commencing
_______________, at the rate of ____% per annum, until the principal hereof is
paid or made available for payment [if applicable, insert — ,
provided that any principal and premium, and any such installment of interest,
which is overdue shall bear interest at the rate of ___% per annum (to the
extent that the payment of such interest shall be legally enforceable), from the
dates such amounts are due until they are paid or made available for payment,
and such interest shall be payable on demand].  The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
___________ or ___________ (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture].

       

      [If the Security is not to bear
interest prior to Maturity, insert — The principal of this Security shall
not bear interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the overdue
principal and any overdue premium shall bear interest at the rate of ___% per
annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment.  Interest on any overdue principal or premium
shall be payable on demand.  Any such interest on overdue principal or
premium which is not paid on demand shall bear interest at the rate of ___% per
annum (to the extent that the payment of such interest on interest shall be
legally enforceable), from the date of such demand until the amount so demanded
is paid or made available for payment.  Interest on any overdue
interest shall be payable on demand.]  Payment of the principal of
(and premium, if any) and [if
applicable, insert — any such] interest on this Security will be made at
the office or agency of the Company maintained for that purpose in
_____________________, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts [if applicable, insert
—; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register].

       

      Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

       

      Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.


      
        
           


        

        
          -17-

          
            

          

        

        
           


        

      

       

      IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

      


      
        
          
            
              
                
                  
                    
                      
                        	
                                Dated:

                              	  	 
      	
                                RINO
      International Corporation

                              
	 
      	 	 
      	 
      	 
      
	 
      	 	 
      	
                                By:

                              	 
      
	 
      	 	 
      	 
      	 
      
	 
      	 	 
      	
                                Title:

                              	 
      


                      

                    

                  

                

              

            

          

        

      

       

      ATTEST:

       

        
          

        

      

       

      Section 2.3       Form of Reverse of
Security.

       

      This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under an
Indenture, dated as of ____________, 200_ (herein called the “Indenture,” which
term shall have the meaning assigned to it in such instrument), between the
Company and __________, as Trustee (herein called the “Trustee,” which term
includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee, the holders of Senior Debt and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [if applicable,
insert — , limited in aggregate principal amount to
$_________].

       

      [If applicable, insert — The
Securities of this series are subject to redemption upon not less than [if applicable, insert — 30]
days’ notice by mail, [IF APPLICABLE, INSERT — (1) on _____________ in any
year commencing with the year _____ and ending with the year _____ through
operation of the sinking fund for this series at a Redemption Price equal to
100% of the principal amount, and (2)] at any time [if applicable, insert — on or
after _____________, 20__], as a whole or in part, at the election of the
Company, at the following Redemption Prices (expressed as percentages of the
principal amount): If redeemed [if applicable, insert — on or
before ______________, ___%, and if redeemed] during the 12-month period
beginning ________ of the years indicated,

      


      
        
          	
                  
                    Year

                  

                	 
      	
                  
                    Redemption
      Price

                  

                	 
      	
                  
                    Year

                  

                	 
      	
                  
                    Redemption
      Price

                  

                
	
                   

                	 
      	 
      	 
      	 
      	 
      	 
      
	
                   

                	 
      	 
      	 
      	 
      	 
      	 
      
	
                   

                	 
      	 
      	 
      	 
      	 
      	 
      


        

      

       

      and
thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [if applicable, insert —
(whether through operation of the sinking fund or otherwise)] with accrued
interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]


      
        
           


        

        
          -18-

          
            

          

        

        
           


        

      

       

      [If applicable, insert —The
Securities of this series are subject to redemption upon not less than [if
applicable, insert — 30] days’ notice by mail, (1) on _________ in any year
commencing with the year _____ and ending with the year _____ through operation
of the sinking fund for this series at the Redemption Prices for redemption
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below, and (2) at any time [if applicable, insert — on or
after __________], as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below:  If redeemed during the 12-month period beginning ________ of
the years indicated,

      


      
        
          	
                  
                    Year

                  

                	 
      	
                  
                    Redemption
      Price For

                    Redemption
      Through

                    Operation
      of the Sinking Fund

                  

                	 
      	
                  
                    Redemption
      Price For Redemption

                    Otherwise
      Than Through

                    Operation
      of the Sinking Fund

                  

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


        

      

       

      and
thereafter at a Redemption Price equal to ___% of the principal amount, together
in the case of any such redemption (whether through operation of the sinking
fund or otherwise) with accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such Redemption Date will
be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture.]

       

      [If applicable, insert —
Notwithstanding the foregoing, the Company may not, prior to __________, redeem
any Securities of this series as contemplated by [if applicable, insert —
clause (2) of] the preceding paragraph as a part of, or in anticipation of,
any refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than ___% per
annum.]

       

      [If applicable, insert — The
sinking fund for this series provides for the redemption on ___________, in each
year beginning with the year _____ and ending with the year _____ of [if applicable, insert — not
less than $__________ (“mandatory sinking fund”) and not more than] $___________
aggregate principal amount of Securities of this series.  Securities
of this series acquired or redeemed by the Company otherwise than through [if applicable, insert —
mandatory] sinking fund payments may be credited against subsequent [if applicable, insert —
mandatory] sinking fund payments otherwise required to be made if applicable, insert —, in
the inverse order in which they become due].]

       

      [If the Security is subject to
redemption of any kind, insert — In the event of redemption of this
Security in part only, a new Security or Securities of this series and of like
tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.]


      
        
           


        

        
          -19-

          
            

          

        

        
           


        

      

       

      [If applicable, insert — The
Indenture contains provisions for defeasance at any time of [the entire
indebtedness of this Security] [or] [certain restrictive covenants and Events of
Default with respect to this Security] [, in each case] upon compliance with
certain conditions set forth in the Indenture.]

       

      [If
the Security is convertible into other securities of the Company, specify the
conversion features.]

       

      The
indebtedness evidenced by this Security is, to the extent and in the manner
provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Debt of the Company, and this Security is
issued subject to such provisions of the Indenture with respect
thereto.  Each Holder of this Security, by accepting the same,
(a) agrees to and shall be bound by such provisions, (b) authorizes
and directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination so provided and (c) appoints
the Trustee his attorney-in-fact for any and all such purposes.

       

      [If the Security is not an Original
Issue Discount Security, insert — If an Event of Default with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.]

       

      [If the Security is an Original Issue
Discount Security, insert — If an Event of Default with respect to
Securities of this series shall occur and be continuing, an amount of principal
of the Securities of this series may be declared due and payable in the manner
and with the effect provided in the Indenture.  Such amount shall be
equal to — insert formula for
determining the amount.  Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue
principal, premium and interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Company’s obligations in
respect of the payment of the principal of and premium and interest, if any, on
the Securities of this series shall terminate.]

       

      The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of more than 50% in principal amount of the Securities at the time
Outstanding of each series to be affected.  The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security.


      
        
           


        

        
          -20-

          
            

          

        

        
           


        

      

       

      As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities
of this series, the Holders of not less than a majority in principal amount of
the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of
indemnity.  The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.

       

      No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

       

      As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or its attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

       

      The
Securities of this series are issuable only in registered form without coupons
in denominations of $_____ and any integral multiple thereof.  As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

       

      No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

       

      Prior to
due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

       

      All terms
used in this Security that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.


      
        
           


        

        
          -21-

          
            

          

        

        
           


        

      

      
         

        Section 2.4    
Form of Legend for
Global Securities.

         

        Unless
otherwise specified as contemplated by Section 3.1 for the Securities
evidenced thereby, every Global Security authenticated and delivered 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 A DEPOSITARY OR A NOMINEE
THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

         

        Section 2.5     Form of Trustee’s Certificate of
Authentication.

         

        The
Trustee’s certificates of authentication shall be in substantially the following
form:

         

        This is
one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.

        


        
          
            	 
      	
                    _________________,

                  
	 
      	
                    as
      Trustee

                  
	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Authorized
      Officer

                  


          

        

         

        Section 2.6     Form of Conversion
Notice.

         

        Conversion
notices shall be in substantially the following form:

        To RINO
International Corporation:

         

        The
undersigned owner of this Security hereby irrevocably exercises the option to
convert this Security, or portion hereof (which is $1,000 or an integral
multiple thereof) below designated, into shares of Common Stock of the Company
in accordance with the terms of the Indenture referred to in this Security, and
directs that the shares issuable and deliverable upon the conversion, together
with any check in payment for fractional shares and any Securities representing
any unconverted principal amount hereof, be issued and delivered to the
registered holder hereof unless a different name has been indicated
below.  If this Notice is being delivered on a date after the close of
business on a Regular Record Date and prior to the opening of business on the
related Interest Payment Date (unless this Security or the portion thereof being
converted has been called for redemption on a Redemption Date during the period
beginning at the close of business on a Regular Record Date and ending at the
opening of business on the first Business Day after the next succeeding Interest
Payment Date, or if such Interest Payment Date is not a Business Day, the second
such Business Day), this Notice is accompanied by payment, in funds acceptable
to the Company, of an amount equal to the interest payable on such Interest
Payment Date of the principal of this Security to be converted.  If
shares are to be issued in the name of a person other than the undersigned, the
undersigned will pay all transfer taxes payable with respect
hereto.  Any amount required to be paid by the undersigned on account
of interest accompanies this Security.

         

        
          
            
            

          

          
            -22-

            
              

            

          

          
            
            

          

        

         

        Principal
Amount to be Converted

        (in an
integral multiple of $1,000, if less than all):

        U.S. $_____________.

        


        
          
            	
                    Dated:
      _____________________

                  	 
      
	 
      	
                    Signature(s)
      must be guaranteed by an eligible guarantor institution (banks,
      stockbrokers, savings and loan associations and credit unions with
      membership in an approved signature guarantee medallion program) pursuant
      to Securities and Exchange Commission Rule 17Ad-15.

                  
	 
      	 
      
	 
      	 
      
	 
      	
                    Signature
      Guaranty

                  


          

        

        


        Fill in
for registration of shares of Common Stock and Security if to be issued
otherwise than to the registered Holder.

        


        
          
            
              
                
                  
                    	 
      	 	 
      
	
                            (Name)

                          	 	
                            Social
      Security or Other Taxpayer

                          
	 
      	 	
                            Identification
      Number

                          
	 	 	 
	 
      	 	 
      
	
                            Please
      print Name and Address

                          	 	 
      
	
                            (including
      zip code)

                          	 	 
      


                  

                

              

            

          

        

         

        [The
above conversion notice is to be modified, as appropriate, for conversion into
other securities or property of the Company.]

         

        
          
            
            

          

          
            -23-

            
              

            

          

          
            
            

          

        

         

        ARTICLE 3

         

        THE
SECURITIES

         

        Section 3.1     Amount Unlimited; 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. There shall be established in or pursuant to a Board Resolution and,
subject to Section 3.3, set forth, or determined in the manner provided, in an
Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series,

         

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

         

        (2)           any
limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 3.4,
3.5, 3.6, 9.6 or 11.7 and except for any Securities which, pursuant to
Section 3.3, are deemed never to have been authenticated and delivered
hereunder);

         

        (3)           the
Person to whom any interest on a Security of the series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest;

         

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

         

        (5)           the
rate or rates (which may be fixed or variable) at which any Securities of the
series shall bear interest, if any, the date or dates from which any such
interest shall accrue, the Interest Payment Dates on which any such interest
shall be payable and the Regular Record Date for any such interest payable on
any Interest Payment Date (or the method for determining the dates and
rates);

         

        (6)           the
place or places where the principal of and any premium and interest on any
Securities of the series shall be payable;

         

        (7)           the
period or periods within which, the price or prices at which and the terms and
conditions upon which any Securities of the series may be redeemed, in whole or
in part, at the option of the Company and, if other than by a Board Resolution,
the manner in which any election by the Company to redeem the Securities shall
be evidenced;

         

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

         

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

         

        
          
            
            

          

          
            -24-

            
              

            

          

          
            
            

          

        

         

        (10)        if
the amount of principal of or any premium or interest on any Securities of the
series may be determined with reference to an index or pursuant to a formula,
the manner in which such amounts shall be determined;

         

        (11)        if
other than the currency of the United States of America, the currency,
currencies or currency units in which the principal of or any premium or
interest on any Securities of the series shall be payable and the manner of
determining the equivalent thereof in the currency of the United States of
America for any purpose, including for purposes of the definition of
“Outstanding” in Section 1.1;

         

        (12)        if
the principal of or any premium or interest on any Securities of the series is
to be payable, at the election of the Company or the Holder thereof, in one or
more currencies or currency units other than that or those in which such
Securities are stated to be payable, the currency, currencies or currency units
in which the principal of or any premium or interest on such Securities as to
which such election is made shall be payable, the periods within which and the
terms and conditions upon which such election is to be made and the amount so
payable (or the manner in which such amount shall be determined);

         

        (13)        if
other than the entire principal amount thereof, the portion of the principal
amount of any Securities of the series which shall be payable upon declaration
of acceleration of the Maturity thereof pursuant to
Section 5.2;

         

        (14)        if
the principal amount payable at the Stated Maturity of any Securities of the
series will not be determinable as of any one or more dates prior to the Stated
Maturity, the amount which shall be deemed to be the principal amount of such
Securities as of any such date for any purpose thereunder or hereunder,
including the principal amount thereof which shall be due and payable upon any
Maturity other than the Stated Maturity or which shall be deemed to be
Outstanding as of any date prior to the Stated Maturity (or, in any such case,
the manner in which such amount deemed to be the principal amount shall be
determined);

         

        (15)        if
applicable, that the Securities of the series, in whole or any specified part,
shall be defeasible pursuant to Section 13.2 or Section 13.3 or both
such Sections, or any other defeasance provisions applicable to any Securities
of the series, and, if other than by a Board Resolution, the manner in which any
election by the Company to defease such Securities shall be
evidenced;

         

        (16)        if
applicable, the terms of any right to convert or exchange Securities of the
series into shares of Common Stock of the Company or other securities or
property;

         

        (17)        if
applicable, that any Securities of the series shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the
respective Depositaries for such Global Securities, the form of any legend or
legends which shall be borne by any such Global Security in addition to or in
lieu of that set forth in Section 2.4 and any circumstances in addition to
or in lieu of those set forth in clause (2) of the last paragraph of
Section 3.5 in which any such Global Security may be exchanged in whole or
in part for Securities registered, and any transfer of such Global Security in
whole or in part may be registered, in the name or names of Persons other than
the Depositary for such Global Security or a nominee thereof;

         

        
          
            
            

          

          
            -25-

            
              

            

          

          
            
            

          

        

         

        (18)        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 5.2;

         

        (19)        any
addition to or change in the covenants set forth in Article 10 which
applies to Securities of the series;

         

        (20)        any
Authenticating Agents, Paying Agents, Security Registrars or such other agents
necessary in connection with the issuance of the Securities of such series,
including, without limitation, exchange rate agents and calculation
agents;

         

        (21)        if
applicable, the terms of any security that will be provided for a series of
Securities, including provisions regarding the circumstances under which
collateral may be released or substituted;

         

        (22)        if
applicable, the terms of any guaranties for the Securities and any circumstances
under which there may be additional obligors on the Securities;

         

        (23)        any
addition to or change in or modification to the subordinated provisions of this
Indenture relating to the Securities of that series (including the provisions of
Article 15), or different subordination provisions, including a different
definition of “Senior Debt” or “Designated Senior Debt,” will apply to
Securities of the series; and

         

        (24)        any
other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by
Section 9.1(5)).

         

        All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 3.3) set forth, or
determined in the manner provided, in the Officers’ Certificate referred to
above or in any such indenture supplemental hereto.

         

        If any of
the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Officers’ Certificate setting forth
the terms of the series.

         

        The
Securities shall be subordinated in right of payment to Senior Debt as provided
in Article 15.

         

        
          
            
            

          

          
            -26-

            
              

            

          

          
            
            

          

        

         

        Section 3.2     Denominations.

         

        The
Securities of each series shall be issuable only in registered form without
coupons and only in such denominations as shall be specified as contemplated by
Section 3.1.  In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple
thereof.

         

        Section 3.3     Execution, Authentication, Delivery
and Dating.

         

        The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Vice Chairman of the Board, its Chief Executive Officer, its
principal financial officer, its President or one of its Vice Presidents,
attested by its Treasurer, its Secretary or one of its Assistant Treasurers or
Assistant Secretaries.  The signature of any of these officers on the
Securities may be manual or facsimile.

         

        Securities
bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices at
the date of such Securities.

         

        At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities.  If the form or
terms of the Securities of the series have been established by or pursuant to
one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 6.1) shall be fully protected
in relying upon, a copy of such Board Resolution, the Officers’ Certificate
setting forth the terms of the series and an Opinion of Counsel, with such
Opinion of Counsel stating,

         

        (1)           if
the form of such Securities has been established by or pursuant to Board
Resolution as permitted by Section 2.1, that such form has been established
in conformity with the provisions of this Indenture;

         

        (2)           if
the terms of such Securities have been established by or pursuant to Board
Resolution as permitted by Section 3.1, that such terms have been
established in conformity with the provisions of this Indenture;
and

         

        (3)           that
such Securities, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and legally binding obligations of the
Company enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors’ rights and to general
equity principles.

         

        
          
            
            

          

          
            -27-

            
              

            

          

          
            
            

          

        

         

        If such
form or terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee’s own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee.

         

        Notwithstanding
the provisions of Section 3.1 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not
be necessary to deliver the Officers’ Certificate otherwise required pursuant to
Section 3.1 or the Company Order and Opinion of Counsel otherwise required
pursuant to such preceding paragraph at or prior to the authentication of each
Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be
issued.

         

        Each
Security shall be dated the date of its authentication.

         

        No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder.  Notwithstanding the foregoing,
if any Security shall have been authenticated and delivered hereunder but never
issued and sold by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 3.9, for all purposes
of this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.

         

        Neither
the Company nor the Trustee shall have any responsibility for any defect in the
CUSIP number that appears on any Security, check, advice of payment or
redemption notice, and any such document may contain a statement to the effect
that CUSIP numbers have been assigned by an independent service for convenience
of reference and that neither the Company nor the Trustee shall be liable for
any inaccuracy in such numbers.

         

        Section 3.4     Temporary
Securities.

         

        Pending
the preparation of definitive Securities of any series, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.

         

        If
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable
delay.  After the preparation of definitive Securities of such series,
the temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder.  Upon surrender for cancellation
of any one or more temporary Securities of any series, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount.  Until so exchanged, the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series and
tenor.

         

        
          
            
            

          

          
            -28-

            
              

            

          

          
            
            

          

        

         

        Section 3.5     Registration; Registration of
Transfer and Exchange.

         

        The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively
referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities.  The Trustee is hereby
appointed “Security Registrar” for the purpose of registering Securities and
transfers of Securities as herein provided.

         

        Upon
surrender for registration of transfer of any Security of a series at the office
or agency of the Company in a Place of Payment for that series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of the same
series, of any authorized denominations and of like tenor and aggregate
principal amount.

         

        At the
option of the Holder, Securities of any series may be exchanged for other
Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount, upon surrender of the Securities to be exchanged
at such office or agency.  Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities that the Holder making the exchange is entitled to
receive.  All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or
exchange.

         

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

         

        No
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.4, 9.6 or 11.7 not involving any
transfer.

         

        If the
Securities of any series (or of any series and specified tenor) are to be
redeemed in part, the Company shall not be required (A) to issue, register
the transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption under Section 11.3 and ending at
the close of business on the day of such mailing, or (B) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in
part.

         

        
          
            
            

          

          
            -29-

            
              

            

          

          
            
            

          

        

         

        The
provisions of clauses (1), (2), (3) and (4) below shall apply only to
Global Securities:

         

        (1)           Each
Global Security authenticated under this Indenture shall be registered in the
name of the Depositary designated for such Global Security or a nominee thereof
and delivered to such Depositary or a nominee thereof or custodian therefor, and
each such Global Security shall constitute a single Security for all purposes of
this Indenture.

         

        (2)           Notwithstanding
any other provision in this Indenture, no Global Security may be exchanged in
whole or in part for Securities registered, and no transfer of a Global Security
in whole or in part may be registered, in the name of any Person other than the
Depositary for such Global Security or a nominee thereof unless (A) such
Depositary (i) has notified the Company that it is unwilling or unable to
continue as Depositary for such Global Security or (ii) has ceased to be a
clearing agency registered under the Exchange Act, (B) there shall have
occurred and be continuing an Event of Default with respect to such Global
Security or (C) there shall exist such circumstances, if any, in addition
to or in lieu of the foregoing as have been specified for this purpose as
contemplated by Section 3.1.

         

        (3)           Subject
to clause (2) above, any exchange of a Global Security for other Securities
may be made in whole or in part, and all Securities issued in exchange for a
Global Security or any portion thereof shall be registered in such names as the
Depositary for such Global Security shall direct.

         

        (4)           Every
Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether
pursuant to this Section, Section 3.4, 3.6, 9.6 or 11.7 or otherwise, shall
be authenticated and delivered in the form of, and shall be, a Global Security,
unless such Security is registered in the name of a Person other than the
Depositary for such Global Security or a nominee thereof.

         

        Section 3.6     Mutilated, Destroyed, Lost and Stolen
Securities.

         

        If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

         

        If there
shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and
(ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

         

        
          
            
            

          

          
            -30-

            
              

            

          

          
            
            

          

        

         

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

         

        Upon the
issuance of any new Security under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith.

         

        Every new
Security of any series issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities of that series duly issued hereunder.

         

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

         

        Section 3.7     Payment of Interest; Interest Rights
Preserved.

         

        Except as
otherwise provided as contemplated by Section 3.1 with respect to any
series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

         

        Any
interest on any Security of any series which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

         

        (1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner.  The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Security of such series and
the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause
provided.  Thereupon the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest, which shall be not more than 15 days and
not less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the proposed
payment.  The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be given to each Holder of Securities of such series in
the manner set forth in Section 1.6, not less than 10 days prior to such
Special Record Date.  Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following clause (2).

         

        
          
            
            

          

          
            -31-

            
              

            

          

          
            
            

          

        

         

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

         

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

         

        Subject
to the provisions of Section 14.2, in the case of any Security (or any part
thereof) which is converted after any Regular Record Date and on or prior to the
next succeeding Interest Payment Date (other than any Security the principal of
(or premium, if any, on) which shall become due and payable, whether at Stated
Maturity or by declaration of acceleration or otherwise prior to such Interest
Payment Date), interest whose Stated Maturity is on such Interest Payment Date
shall be payable on such Interest Payment Date notwithstanding such conversion
and such interest (whether or not punctually paid or duly provided for) shall be
paid to the Person in whose name that Security (or any one or more Predecessor
Securities) is registered at the close of business on such Regular Record Date.
Except as otherwise expressly provided in the immediately preceding sentence or
in Section 14.2, in the case of any Security (or any part thereof) which is
converted, interest whose Stated Maturity is after the date of conversion of
such Security (or such part thereof) shall not be payable.

         

        Section 3.8     Persons Deemed
Owners.

         

        Prior to
due presentment of a Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of and any premium and (subject to
Section 3.7) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

         

        
          
            
            

          

          
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        Section 3.9     Cancellation.

         

        All
Securities surrendered for payment, redemption, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee and shall be
promptly canceled by it.  The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee.  No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture.  All canceled
Securities held by the Trustee shall be disposed of in accordance with its
customary procedures.

         

        Section 3.10  Computation of
Interest.

         

        Except as
otherwise specified as contemplated by Section 3.1 for Securities of any
series, interest on the Securities of each series shall be computed on the basis
of a 360-day year of twelve 30-day months.

         

        ARTICLE 4

         

        SATISFACTION
AND DISCHARGE

         

        Section 4.1     Satisfaction and Discharge of
Indenture.

         

        This
Indenture shall upon Company Request cease to be of further effect (except as to
any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for), and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when

         

        (1)           either

         

        (A)           all
Securities theretofore authenticated and delivered (other than
(i) Securities which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 3.6 and (ii) Securities
for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Trustee or the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 10.3) have
been delivered to the Trustee for cancellation; or

         

        (B)           all
such Securities not theretofore delivered to the Trustee for
cancellation

         

        (i)           have
become due and payable, or

         

        
          
            
            

          

          
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        (ii)           will
become due and payable at their Stated Maturity within one year, or

         

        (iii)           are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company,

         

        and the
Company, in the case of (i), (ii) or (iii) above, has deposited or caused
to be deposited with the Trustee as trust funds in trust for the purpose money
in an amount sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal and any premium and interest to the date of such deposit (in the case
of Securities which have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be;

         

        (2)           the
Company has paid or caused to be paid all other sums payable hereunder by the
Company; and

         

        (3)           the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of this Indenture have been complied
with.

         

        Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 6.7, the obligations of the Trustee to any
Authenticating Agent under Section 6.14 and, if money shall have been
deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.2 and the last
paragraph of Section 10.3 shall survive.

         

        Section 4.2     Application of Trust
Money.

         

        Subject
to the provisions of the last paragraph of Section 10.3, all money
deposited with the Trustee pursuant to Section 4.1 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the
Trustee.

         

        ARTICLE 5


         

        REMEDIES

         

        Section 5.1     Events of
Default.

         

        “Event of
Default,” wherever used herein with respect to Securities of any series, means
any one of the following events (whatever the reason for such Event of Default
and whether it shall be occasioned by the provisions of Article 15 or be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless in the Board Resolution,
supplemental indenture or Officers’ Certificate establishing such series, it is
provided that such series shall not have the benefit of said Event of
Default:

         

        
          
            
            

          

          
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        (1)           default
in the payment of any interest upon any Security of that series when it becomes
due and payable, and continuance of such default for a period of 60 days;
or

         

        (2)           default
in the payment of the principal of or any premium on any Security of that series
at its Maturity; or

         

        (3)           default
in the deposit of any sinking fund payment, when and as due by the terms of a
Security of that series; or

         

        (4)           default
in the performance, or breach, of any covenant or warranty of the Company in
this Indenture (other than a covenant or warranty a default in whose performance
or whose breach is elsewhere in this Section specifically dealt with or which
has expressly been included in this Indenture solely for the benefit of series
of Securities other than that series), and continuance of such default or breach
for a period of 90 days after there has been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in principal amount of the Outstanding Securities of
that series a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a “Notice of Default” hereunder;
or

         

        (5)           the
entry by a court having jurisdiction in the premises of (A) a decree or
order for relief in respect of the Company in an involuntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or (B) a decree or order adjudging the Company a bankrupt
or insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under any
applicable Federal or State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Company or of any substantial part of its property, or ordering the winding up
or liquidation of its affairs, and the continuance of any such decree or order
for relief or any such other decree or order unstayed and in effect for a period
of 90 consecutive days; or

         

        (6)           the
commencement by the Company of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or
to the commencement of any bankruptcy or insolvency case or proceeding against
it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable Federal or State law, or the
consent by it to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
or other similar official of the Company or of any substantial part of its
property, or the making by it of an assignment for the benefit of creditors, or
the admission by it in writing of its inability to pay its debts generally as
they become due, or the taking of corporate action by the Company in furtherance
of any such action; or

         

        
          
            
            

          

          
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        (7)           any
other Event of Default provided with respect to Securities of that series in the
Board Resolution, supplemental indenture or Officers’ Certificate establishing
that series.

         

        Section 5.2     Acceleration of Maturity; Rescission
and Annulment.

         

        (a)           Unless
the Board Resolution, supplemental indenture or Officers’ Certificate
establishing such series provides otherwise, if an Event of Default (other than
an Event of Default specified in Section 5.1(5) or 5.1(6)) with respect to
Securities of any series at the time Outstanding occurs and is continuing, then
in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series may declare the principal
amount of all the Securities of that series (or, if any Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount of such Securities as may be specified by the terms thereof), and
premium, if any, together with accrued and unpaid interest, if any, thereon, to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by the Holders), and upon any such declaration such
principal amount (or specified amount), and premium, if any, together with
accrued and unpaid interest, if any, thereon, shall become immediately due and
payable.  If an Event of Default specified in Section 5.1(5) or
5.1(6) with respect to Securities of any series at the time Outstanding occurs,
the principal amount of all the Securities of that series (or, if any Securities
of that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof),
and premium, if any, together with accrued and unpaid interest, if any, thereon,
shall automatically, and without any declaration or other action on the part of
the Trustee or any Holder, become immediately due and payable.  Any
payments by the Company on the Securities following any such acceleration will
be subject to the subordination provisions of Article 15 to the extent
provided therein.

         

        (b)           Notwithstanding
the foregoing, at the election of the Company, the sole remedy with respect to
an Event of Default for the failure by the Company to comply with its
obligations under Section 314(a)(1) of the Trust Indenture Act relating to the
Company’s failure to file any documents or reports that the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act or of
its covenants set forth in Section 7.4 (any such Event of Default, a “Reporting
Default”), shall for the first 180 calendar days after the occurrence of such
Reporting Default consist exclusively of the right to receive additional
interest (the “Additional Interest”) on the Securities at an annual rate equal
to (i) 0.25% of the principal amount of the Securities for the first 90 calendar
days after the occurrence of such Reporting Default and (ii) 0.50% of the
principal amount of the Securities from the 91st day to, and including, the
180th day after the occurrence of such Reporting Default.  If the
Company so elects, the Additional Interest shall accrue on all Outstanding
Securities from and including the date on which such Reporting Default first
occurs until such violation is cured or waived and shall be payable as provided
in Section 3.7.  On the 181st day after such Reporting Default (if
such violation is not cured or waived prior to such 181st calendar day), then
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding securities may declare the principal of, and premium, if any,
together with accrued and unpaid interest, if any, on all such Securities to be
due and payable immediately.

         

        
          
            
            

          

          
            -36-

            
              

            

          

          
            
            

          

        

         

        If the
Company elects to pay the Additional Interest as the sole remedy for the
Reporting Default, the Company shall notify in writing, by a certificate, the
Holders, the Paying Agent and the Trustee of such election at any time on or
before the close of business on the first Business Day following the date on
which such Event of Default first occurs.  Unless and until a
Responsible Officer of the Trustee receives at the Corporate Trust Office such a
certificate, the Trustee may assume without inquiry that Additional Interest is
not payable.  The Company shall pay the Additional Interest
semi-annually in arrears, with the first semi-annual payment due on the first
Interest Payment Date following the date of such Reporting Default, in the same
manner as described on the face of the Security.

         

        (c)           At
any time after such a declaration of acceleration with respect to Securities of
any series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in principal amount of the Outstanding
Securities of that series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if

         

        (1)           the
Company has paid or deposited with the Trustee a sum sufficient to
pay

         

        (A)           all
overdue interest on all Securities of that series,

         

        (B)           the
principal of (and premium, if any, on) any Securities of that series which have
become due otherwise than by such declaration of acceleration and any interest
thereon at the rate or rates prescribed therefor in such
Securities,

         

        (C)           to
the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates prescribed therefor in such Securities,
and

         

        (D)           all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel;
and

         

        (2)           all
Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series that have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 5.13.

         

        No such
rescission shall affect any subsequent default or impair any right consequent
thereon.

         

        
          
            
            

          

          
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        Section 5.3     Collection of Indebtedness and Suits
for Enforcement by Trustee.

         

        The
Company covenants that if

         

        (1)           default
is made in the payment of any interest on any Security when such interest
becomes due and payable and such default continues for a period of 30 days,
or

         

        (2)           default
is made in the payment of the principal of (or premium, if any, on) any Security
at the Maturity thereof, the Company will, upon demand of the Trustee, pay to
it, for the benefit of the Holders of such Securities, the whole amount then due
and payable on such Securities for principal and any premium and interest and,
to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal and premium and on any overdue interest, at
the rate or rates prescribed therefor in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

         

        If an
Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

         

        Section 5.4     Trustee May File Proofs of
Claim.

         

        In case
of any judicial proceeding relative to the Company (or any other obligor upon
the Securities), its property or its creditors, the Trustee shall be entitled
and empowered, by intervention in such proceeding or otherwise, to take any and
all actions authorized under the Trust Indenture Act in order to have claims of
the Holders and the Trustee allowed in any such proceeding.  In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.7.  No provision of this
Indenture shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder
thereof or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding; provided, however, that the
Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors’ or other similar
committee.

         

        Section 5.5     Trustee May Enforce Claims Without
Possession of Securities.

         

        All
rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

         

        
          
            
            

          

          
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        Section 5.6     Application of Money
Collected.

         

        Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or any premium or interest,
upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

         

        FIRST:  To
the payment of all amounts due the Trustee under Section 6.7;

         

        SECOND:  Subject
to Article 15, to the payment of the amounts then due and unpaid for
principal of and any premium, if any, and interest on the Securities in respect
of which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the amounts due and
payable on such Securities for principal and any premium, if any, and interest,
respectively; and

         

        THIRD:  The
balance, if any, to the Company or any other Person or Persons entitled
thereto.

         

        Section 5.7     Limitation on
Suits.

         

        No Holder
of any Security of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless

         

        (1)           such
Holder has previously given written notice to the Trustee of a continuing Event
of Default with respect to the Securities of that series;

         

        (2)           the
Holders of at least 25% in aggregate principal amount of the Outstanding
Securities of that series shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

         

        (3)           such
Holder or Holders have offered to the Trustee reasonable indemnity against the
costs, expenses and liabilities to be incurred in compliance with such
request;

         

        (4)           the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and

         

        (5)           no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of
the Outstanding Securities of that series;

         

        
          
            
            

          

          
            -39-

            
              

            

          

          
            
            

          

        

         

        it being
understood and intended that no one or more of such Holders shall have any right
in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other of such
Holders, or to obtain or to seek to obtain priority or preference over any other
of such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all of such
Holders.

         

        Section 5.8     Unconditional Right of Holders to
Receive Principal, Premium and Interest and to Convert.

         

        Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
of and any premium and (subject to Section 3.7) interest on such Security
on the respective Stated Maturities expressed in such Security (or, in the case
of redemption, on the Redemption Date), to convert such Securities in accordance
with Article 14 to the extent that such right to convert is applicable to
such Security, and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such
Holder.

         

        Section 5.9     Restoration of Rights and
Remedies.

         

        If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

         

        Section 5.10  Rights and Remedies
Cumulative.

         

        Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.6,
no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise.  The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or
remedy.

         

        Section 5.11  Delay or Omission Not
Waiver.

         

        No delay
or omission of the Trustee or of any Holder of any Securities to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee (subject to the limitations contained
in this Indenture) or by the Holders, as the case may be.

         

        
          
            
            

          

          
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        Section 5.12  Control by
Holders.

         

        The
Holders of a majority in principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of such
series, provided that

         

        (1)           such
direction shall not be in conflict with any rule of law or with this Indenture
and the Trustee shall not have determined that the action so directed would be
unjustly prejudicial to Holders of Securities of that series, or any other
series, not taking part in such direction; and

         

        (2)           the
Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction or this Indenture.

         

        Section 5.13  
Waiver of Past
Defaults.

         

        The
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default hereunder with respect to such series and its
consequences, except

         

        (1)           a
default in the payment of the principal of or any premium or interest on any
Security of such series as and when the same shall become due and payable by the
terms thereof, otherwise than by acceleration (unless such default has been
cured and a sum sufficient to pay all matured installments of interest,
principal and premium, if any, has been deposited with the Trustee),
or

         

        (2)           to
the extent such right is applicable to such Security, a failure by the Company
on request to convert any Security into Common Stock; or

         

        (3)           in
respect of a covenant or provision hereof which under Article 9 cannot be
modified or amended without the consent of the Holder of each Outstanding
Security of such series affected.

         

        Upon any
such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.

         

        Section 5.14  Undertaking for
Costs.

         

        In any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, a court may require any party litigant in such suit to file an
undertaking to pay the costs of such suit, and may assess costs against any such
party litigant, in the manner and to the extent provided in the Trust Indenture
Act; provided that neither this Section nor the Trust Indenture Act shall be
deemed to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company or in any suit for the
enforcement of the right to convert any Security in accordance with
Article 14.

         

        
          
            
            

          

          
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        Section 5.15  Waiver of Usury, Stay or Extension
Laws.

         

        The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) 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.

         

        ARTICLE 6

         

        THE
TRUSTEE

         

        Section 6.1     Certain Duties and
Responsibilities.

         

        The
duties and responsibilities of the Trustee shall be as provided by the Trust
Indenture Act.  Notwithstanding the foregoing, 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 in the exercise of any of its rights or powers if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.  Whether or
not therein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section.

         

        Section 6.2     Notice of
Defaults.

         

        If a
default occurs hereunder with respect to Securities of any series, the Trustee
shall give the Holders of Securities of such series notice of such default as
and to the extent provided by the Trust Indenture Act; provided, however, that except
in the case of a default in the payment of principal of (or premium, if any) or
interest on any Securities of such series or in the payment of any sinking fund
installment or any conversion right applicable to Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as a trust
committee of directors and/or Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the holders
of Securities of such series; provided, further, however, that in the
case of any default of the character specified in Section 5.1(4) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 60 days after the occurrence thereof. For the purpose of this
Section, the term “default” means any event that is, or after notice or lapse of
time or both would become, an Event of Default with respect to Securities of
such series.

         

        Except
with respect to Section 10.1, the Trustee shall have no duty to inquire as
to the performance of the Company with respect to the covenants contained in
Article 10.  In addition, the Trustee shall not be deemed to have
knowledge of an Event of Default except (i) any Default or Event of Default
occurring pursuant to Sections 5.1(1), 5.1(2) and 5.1(3) (defaults in
payments on the Securities) or (ii) any Default or Event of Default of
which the Trustee shall have received written notification or obtained actual
knowledge.

         

        
          
            
            

          

          
            -42-

            
              

            

          

          
            
            

          

        

         

        Delivery
of reports, information and documents to the Trustee under Section 7.4 is
for informational purposes only and the Trustee’s receipt of the foregoing shall
not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of their covenants hereunder (as to which the Trustee is
entitled to rely conclusively on Officers’ Certificates).

         

        Section 6.3     Certain Rights of
Trustee.

         

        Subject
to the provisions of Section 6.1:

         

        (1)           in
the absence of bad faith on the part of the Trustee, the Trustee may rely and
shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

         

        (2)           any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order, and any resolution of the Board
of Directors shall be sufficiently evidenced by a Board Resolution;

         

        (3)           whenever
in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) is entitled to and may, in the absence of bad faith on its part,
rely upon an Officers’ Certificate;

         

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

         

        (5)           the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders
pursuant to this Indenture, unless such Holders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;

         

        (6)           the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness 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 to examine the books,
records and premises of the Company, personally or by agent or attorney;
and

         

        
          
            
            

          

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

         

        Section 6.4     Not Responsible for Recitals or
Issuance of Securities.

         

        The
recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness.  The Trustee makes no representations as to the
validity, sufficiency or priority of this Indenture or of the
Securities.  Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

         

        Section 6.5     May Hold Securities and Act as
Trustee under Other Indentures.

         

        The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Sections 6.8 and
6.13, may otherwise deal with the Company with the same rights it would have if
it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or
such other agent.

         

        Subject
to the limitations imposed by the Trust Indenture Act, nothing in this Indenture
shall prohibit the Trustee from becoming and acting as trustee under other
indentures under which other securities, or certificates of interest of
participation in other securities, of the Company are outstanding in the same
manner as if it were not Trustee hereunder.

         

        Section 6.6     Money Held in
Trust.

         

        Money
held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law.  The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.

         

        Section 6.7     Compensation and
Reimbursement.

         

        The
Company agrees:

         

        (1)           to
pay to the Trustee from time to time reasonable compensation for all services
rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);

         

        
          
            
            

          

          
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        (2)           except
as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and

         

        (3)           to
indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder.

         

        When the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 5.1(5) or Section 5.1(6) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
applicable bankruptcy, insolvency, reorganization or similar law.

         

        Section 6.8     Conflicting
Interests.

         

        If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act and there is an Event of Default under the Securities of
that series, the Trustee shall either eliminate such interest or resign, to the
extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture.  To the extent permitted by
the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.

         

        Section 6.9     Corporate Trustee Required;
Eligibility.

         

        There
shall at all times be one (and only one) Trustee hereunder with respect to the
Securities of each series, which may be Trustee hereunder for Securities of one
or more other series.  Each Trustee shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has (or if the Trustee is
a member of a bank holding company system, its bank holding company has) a
combined capital and surplus of at least $50,000,000.  If any such
Person or bank holding company publishes reports of condition at least annually,
pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section and to the extent permitted by
the Trust Indenture Act, the combined capital and surplus of such Person or bank
holding company shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published.  If at any
time the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

         

        
          
            
            

          

          
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        Section 6.10  
Resignation and Removal;
Appointment of Successor.

         

        No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 6.11.  The Trustee may resign at any time
with respect to the Securities of one or more series by giving written notice
thereof to the Company.  If the instrument of acceptance by a
successor Trustee required by Section 6.11 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

         

        The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and to the
Company.

         

        If at any
time:

         

        (1)           the
Trustee shall fail to comply with Section 6.8 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a
Security for at least six months, or

         

        (2)           the
Trustee shall cease to be eligible under Section 6.9 and shall fail to
resign after written request therefor by the Company or by any such Holder,
or

         

        (3)           the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation,

         

        then, in
any such case, (A) the Company by a Board Resolution may remove the Trustee
with respect to all Securities, or (B) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

         

        If the
Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11.  If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of
Section 6.11, become the successor Trustee with respect to the Securities
of such series and to that extent supersede the successor Trustee appointed by
the Company.  If no successor Trustee with respect to the Securities
of any series shall have been so appointed by the Company or the Holders and
accepted appointment in the manner required by Section 6.11, the retiring
Trustee may petition, or any Holder who has been a bona fide Holder of a
Security of such series for at least six months may petition, on behalf of
himself and all others similarly situated, any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of
such series.

         

        
          
            
            

          

          
            -46-

            
              

            

          

          
            
            

          

        

         

        The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in
Section 1.6.  Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

         

        Section 6.11  Acceptance of Appointment by
Successor.

         

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

         

        In case
of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all Securities, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates.

         

        
          
            
            

          

          
            -47-

            
              

            

          

          
            
            

          

        

         

        Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in the first or
second preceding paragraph, as the case may be.

         

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

         

        Section 6.12  
Merger, Conversion,
Consolidation or Succession to Business.

         

        Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee (including the administration of the trust created by this Indenture),
shall be the successor of the Trustee hereunder, provided such corporation shall
be otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties hereto.
In case any Securities shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities.  In the event that any
Securities shall not have been authenticated by such predecessor Trustee, any
such successor Trustee may authenticate and deliver such Securities in either
its own name or that of a predecessor Trustee, with the full force and effect
which this Indenture provides for the certificate of authentication of the
Trustee.

         

        Section 6.13  
Preferential Collection of
Claims Against Company.

         

        If and
when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor).

         

        
          
            
            

          

          
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        Section 6.14  
Appointment of Authenticating
Agent.

         

        The
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon original issue and
upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 3.6, and Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder.  Wherever
reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee’s certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent.  Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having (or if the Authenticating
Agent is a member of a bank holding company system, its bank holding company
has) a combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authority.  If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.  If at
any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this
Section.

         

        Any
corporation into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party,
or any corporation succeeding to the corporate agency or corporate trust
business of an Authenticating Agent, shall continue to be an Authenticating
Agent, provided such corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.

         

        An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Company.  The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company.  Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.6 to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve.  Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent.  No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

         

        The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section, and the Trustee shall be
entitled to be reimbursed for such payments, subject to the provisions of
Section 6.7.

         

        
          
            
            

          

          
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        If an
appointment with respect to one or more series is made pursuant to this
Section 6.12, the Securities of such series may have endorsed thereon, in
lieu of the Trustee’s certificate of authentication, an alternative certificate
of authentication in the following form:

         

        This is
one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

        


        
          
            
              
                
                  
                    
                      	 	_________________________ 
	 	 
	 
      	
                              By:

                            	 
      
	 
      	 
      	
                              As
      Authenticating Agent

                            
	 
      	 
      	 
      
	 
      	
                              By:

                            	 
      
	 
      	 
      	
                              Authorized
      Officer

                            


                    

                  

                

              

            

          

        

         

        ARTICLE 7

         

        HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY

         

        Section 7.1     Company to Furnish Trustee Names and
Addresses of Holders.

         

        The
Company will furnish or cause to be furnished to the Trustee

         

        (1)           semi-annually,
not later than 15 days after the Regular Record Date for each respective series
of Securities, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders of Securities of each series as of such
Regular Record Date, as the case may be, or if there is no Regular Record Date
for such series of Securities, semi-annually, and

         

        (2)           at
such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is
furnished;

         

        (3)           provided
that no such list need be furnished by the Company to the Trustee so long as the
Trustee is acting as Security Registrar.

         

        Section 7.2     Preservation of Information;
Communications to Holders.

         

        The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 7.1 and the names and addresses of
Holders received by the Trustee in its capacity as Security
Registrar.  The Trustee may destroy any list furnished to it as
provided in Section 7.1 upon receipt of a new list so
furnished.

         

        The
rights of Holders to communicate with other Holders with respect to their rights
under this Indenture or under the Securities, and the corresponding rights and
privileges of the Trustee, shall be as provided by the Trust Indenture
Act.  Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

         

        
          
            
            

          

          
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        Section 7.3     Reports by
Trustee.

         

        The
Trustee shall transmit to Holders such reports concerning the Trustee and its
actions under this Indenture as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto.

         

        Reports
so required to be transmitted at stated intervals of not more than 12 months
shall be transmitted no later than July 15 in each calendar year,
commencing with the first July 15 after the first issuance of Securities
pursuant to this Indenture.

         

        A copy of
each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each stock exchange upon which any Securities are listed with
the Commission and with the Company.  The Company will notify the
Trustee when any Securities are listed on any stock exchange.

         

        Section 7.4     Reports by
Company.

         

        Any
information, documents or other reports that the Company shall file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be
filed with the Trustee within 15 days after the same is filed with the
Commission; provided that any
such information, documents or reports filed or furnished with the Commission
pursuant to its Electronic Data Gathering, Analysis and Retrieval (or EDGAR)
system shall be deemed to be filed with the Trustee as of the time such
information, documents or reports are filed or furnished via EDGAR.

         

        ARTICLE 8

         

        CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE

         

        Section 8.1     Company May Consolidate,
etc., Only on Certain Terms.

         

        The
Company shall not consolidate with or merge into any other Person (other than a
Subsidiary of the Company) (in a transaction in which the Company is not the
surviving corporation) or convey, transfer or lease its properties and assets
substantially as an entirety to any Person (other than a Subsidiary of the
Company), unless:

         

        
          
            
            

          

          
            -51-

            
              

            

          

          
            
            

          

        

         

        (1)           in
case the Company shall consolidate with or merge into another Person (in a
transaction in which the Company is not the surviving corporation) or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, the Person formed by such consolidation or into which the Company is
merged or the Person which acquires by conveyance or transfer, or which leases,
the properties and assets of the Company substantially as an entirety shall be a
corporation, limited liability company, partnership, trust or other business
entity, shall be organized and validly existing under the laws of the United
States of America, any State thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form satisfactory to the Trustee, the due and punctual payment
of the principal of and any premium and interest on all the Securities and the
performance or observance of every covenant of this Indenture on the part of the
Company to be performed or observed and the conversion rights shall be provided
for in accordance with Article 14, if applicable, or as otherwise specified
pursuant to Section 3.1, by supplemental indenture satisfactory in form to
the Trustee, executed and delivered to the Trustee, by the Person (if other than
the Company) formed by such consolidation or into which the Company shall have
been merged or by the Person which shall have acquired the Company’s
assets;

         

        (2)           immediately
after giving effect to such transaction and treating any indebtedness which
becomes an obligation of the Company or any Subsidiary as a result of such
transaction as having been incurred by the Company or such Subsidiary at the
time of such transaction, no Event of Default, and no event which, after notice
or lapse of time or both, would become an Event of Default, shall have occurred
and be continuing; and

         

        (3)           the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or
lease and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.

         

        Section 8.2     Successor
Substituted.

         

        Upon any
consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the properties and assets of the
Company substantially as an entirety in accordance with Section 8.1, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.

         

        ARTICLE 9

         

        SUPPLEMENTAL
INDENTURES

         

        Section 9.1     Supplemental Indentures Without
Consent of Holders.

         

        Without
the consent of any Holders, the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

         

        
          
            
            

          

          
            -52-

            
              

            

          

          
            
            

          

        

         

        (1)           to
evidence the succession of another Person to the Company, or successive
successions, and the assumption by any such successor of the covenants of the
Company herein and in the Securities in compliance with Article 8;
or

         

        (2)           to
add to the covenants of the Company for the benefit of the Holders of all or any
series of Securities (and if such covenants are to be for the benefit of less
than all series of Securities, stating that such covenants are expressly being
included solely for the benefit of such series) or to surrender any right or
power herein conferred upon the Company; or

         

        (3)           to
add any additional Events of Default for the benefit of the Holders of all or
any series of Securities (and if such additional Events of Default are to be for
the benefit of less than all series of Securities, stating that such additional
Events of Default are expressly being included solely for the benefit of such
series); or

         

        (4)           to
add to or change any of the provisions of this Indenture to such extent as shall
be necessary to permit or facilitate the issuance of Securities in bearer form,
registrable or not registrable as to principal, and with or without interest
coupons, or to permit or facilitate the issuance of Securities in uncertificated
form; or

         

        (5)           to
add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of Securities, provided that any such addition, change or
elimination (A) shall neither (i) apply to any Security of any series
created prior to the execution of such supplemental indenture and entitled to
the benefit of such provision nor (ii) modify the rights of the Holder of
any such Security with respect to such provision or (B) shall become
effective only when there is no such Security Outstanding; or

         

        (6)           to
secure the Securities, including provisions regarding the circumstances under
which Collateral may be released or substituted; or

         

        (7)           to
add or provide for a guaranty of the Securities or additional obligors on the
Securities; or

         

        (8)           to
establish the form or terms of Securities of any series as permitted by
Sections 2.1 and 3.1; 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, pursuant to the requirements of Section 6.11; or

         

        (10)         to
cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture,
provided that such action pursuant to this clause (10) shall not adversely
affect the interests of the Holders of Securities of any series in any material
respect; or

         

        
          
            
            

          

          
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        (11)         to
supplement any of the provisions of the Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Articles 4 and 13, provided that any such action
shall not adversely affect the interests of the Holders of Securities of such
series or any other series of Securities in any material respect.

         

        Section 9.2     Supplemental Indentures with Consent
of Holders.

         

        With the
consent of the Holders of a majority in principal amount of the Outstanding
Securities of each series affected by such supplemental indenture, by Act of
said Holders delivered to the Company and the Trustee, the Company, when
authorized by a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

         

        (1)           change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption thereof, or reduce
the amount of the principal of an Original Issue Discount Security or any other
Security which would be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 5.2, or change the place of
payment or the coin or currency in which, any Security or any premium or
interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the Redemption Date), or modify the
provisions of this Indenture with respect to the subordination of such series of
Securities in a manner materially adverse to the Holders of Securities of such
series, or, in the case of Securities of any series that are convertible into
Securities or other securities of the Company, adversely affect the right of
Holders to convert any of the Securities of such series other than as provided
in or pursuant to this Indenture, or

         

        (2)           reduce
the percentage in principal amount of the Outstanding Securities of any series,
the consent of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or

         

        (3)           modify
any of the provisions of this Section, Section 5.13 or Section 10.8,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Security affected thereby; provided, however, that this
clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to “the Trustee” and concomitant changes in this
Section and Section 10.8, or the deletion of this proviso, in accordance
with the requirements of Sections 6.11 and 9.1(8), or

         

        
          
            
            

          

          
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        (4)           if
applicable, make any change that adversely affects the right to convert any
security as provided in Article 14 or pursuant to Section 3.1 (except
as permitted by Section 9.1(9)).

         

        A
supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

         

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

         

        Section 9.3     Execution of Supplemental
Indentures.

         

        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 Sections 6.1 and 6.3) 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 may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.

         

        Section 9.4     Effect of Supplemental
Indentures.

         

        Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

         

        Section 9.5     Conformity with Trust Indenture
Act.

         

        Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act.

         

        Section 9.6     Reference in Securities to
Supplemental Indentures.

         

        Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture.  If the Company shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

         

        
          
            
            

          

          
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        Section 9.7     Subordination
Unimpaired.

         

        No
provision in any supplemental indenture that affects the superior position of
the holders of Senior Debt shall be effective against holders of Senior
Debt.

         

        ARTICLE 10


         

        COVENANTS

         

        Section 10.1  
Payment of Principal, Premium
and Interest.

         

        The
Company covenants and agrees for the benefit of each series of Securities that
it will duly and punctually pay the principal of and any premium and interest on
the Securities of that series in accordance with the terms of the Securities and
this Indenture.

         

        Section 10.2   Maintenance of Office or
Agency.

         

        The
Company will maintain in each Place of Payment for any series of Securities an
office or agency where Securities of that series may be presented or surrendered
for payment, where Securities of that series may be surrendered for registration
of transfer or exchange, where Securities of that series may be surrendered for
conversion and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served.  The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency.  If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.  Unless otherwise
provided in a supplemental indenture or pursuant to Section 3.1 hereof, the
Place of Payment for any series of Securities shall be the Corporate Trust
Office of the Trustee.

         

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

         

        
          
            
            

          

          
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        Section 10.3 
 Money for Securities
Payments to be Held in Trust.

         

        If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of or any
premium or interest on any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal and any premium and interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.

         

        Whenever
the Company shall have one or more Paying Agents for any series of Securities,
it will, on or prior to each due date of the principal of or any premium or
interest on any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay such amount, such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

         

        The
Company will cause each Paying Agent for any series of Securities other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section,
that such Paying Agent will (1) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

         

        The
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such
money.

         

        Any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of or any premium or interest on any
Security of any series and remaining unclaimed for a period ending on the
earlier of the date that is ten Business Days prior to the date such money would
escheat to the State or two years after such principal, premium or interest has
become due and payable shall be paid to the Company on Company Request, or (if
then held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall 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 Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in each Place of Payment, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Company.

         

        
          
            
            

          

          
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        Section 10.4   Statement by Officers as to
Default.

         

        The
Company will deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company ending after the date hereof, an Officers’
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.  The fiscal year of the Company
currently ends on December 31; and the Company will give the Trustee prompt
written notice of any change of its fiscal year.

         

        Section 10.5   Existence.

         

        Subject
to Article 8, the Company will do or cause to be done all things necessary
to preserve and keep in full force and effect its existence.

         

        Section 10.6   Maintenance of
Properties.

         

        The
Company will cause all properties used or useful in the conduct of its business
to be maintained and kept in good condition, repair and working order and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as,
and to the extent, in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing
in this Section shall prevent the Company from discontinuing the operation or
maintenance of any of such properties if such discontinuance is, in the judgment
of the Company, desirable in the conduct of its business and not disadvantageous
in any material respect to the Holders.

         

        Section 10.7   Payment of Taxes and Other
Claims.

         

        The
Company will pay or discharge or cause to be paid or discharged, before the same
shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon the Company or upon the income, profits or
property of the Company, and (2) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the
Company; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim (i) whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings or (ii) if the failure to pay or discharge would not have a
material adverse effect on the assets, business, operations, properties or
condition (financial or otherwise) of the Company and its subsidiaries, taken as
a whole.

         

        
          
            
            

          

          
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        Section 10.8   Waiver of Certain
Covenants.

         

        Except as
otherwise specified as contemplated by Section 3.1 for Securities of such
series, the Company may, with respect to the Securities of any series, omit in
any particular instance to comply with any term, provision or condition set
forth in any covenant provided pursuant to Section 3.1(19), 9.1(2), 9.1(7),
10.6 or 10.7 for the benefit of the Holders of such series if before the time
for such compliance the Holders of at least a majority in principal amount of
the Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

         

        ARTICLE 11

         

        REDEMPTION
OF SECURITIES

         

        Section 11.1   Applicability of
Article.

         

        Securities
of any series that are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 3.1 for such Securities) in accordance with this
Article.

         

        Section 11.2   Election to Redeem; Notice to
Trustee.

         

        The
election of the Company to redeem any Securities shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 3.1
for such Securities.  In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 45
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed.  In the
case of any redemption of Securities prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with such restriction.

         

        Section 11.3   Selection by Trustee of Securities to
Be Redeemed.

         

        If less
than all the Securities of any series are to be redeemed (unless all the
Securities of such series and of a specified tenor are to be redeemed or unless
such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 45 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series not previously
called for redemption, by lot, or in the Trustee’s discretion, on a pro-rata
basis, provided that the unredeemed portion of the principal amount of any
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.  If less than
all the Securities of such series and of a specified tenor are to be redeemed
(unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
and specified tenor not previously called for redemption in accordance with the
preceding sentence.

         

        
          
            
            

          

          
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        If any
Security selected for partial redemption is converted in part before termination
of the conversion right with respect to the portion of the Security so selected,
the converted portion of such Security shall be deemed (so far as may be) to be
the portion selected for redemption.  Securities that have been
converted during a selection of Securities to be redeemed shall be treated by
the Trustee as Outstanding for the purpose of such selection.

         

        The
Trustee shall promptly notify the Company in writing of the Securities selected
for redemption as aforesaid and, in case of any Securities selected for partial
redemption as aforesaid, the principal amount thereof to be
redeemed.

         

        The
provisions of the two preceding paragraphs shall not apply with respect to any
redemption affecting only a single Security, whether such Security is to be
redeemed in whole or in part.  In the case of any such redemption in
part, the unredeemed portion of the principal amount of the Security shall be in
an authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

         

        For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Securities redeemed or to be redeemed only in part, to the portion of the
principal amount of such Securities which has been or is to be
redeemed.

         

        Section 11.4   Notice of
Redemption.

         

        Notice of
redemption shall be given by first-class mail, postage prepaid, mailed not fewer
than 30 nor more than 60 days prior to the Redemption Date, unless a shorter
period is specified in the Securities to be redeemed, to each Holder of
Securities to be redeemed, at its address appearing in the Security
Register.

         

        All
notices of redemption shall state:

         

        (1)           the
Redemption Date,

         

        (2)           the
Redemption Price (including accrued interest, if any),

         

        (3)           if
less than all the Outstanding Securities of any series consisting of more than a
single Security are to be redeemed, the identification (and, in the case of
partial redemption of any such Securities, the principal amounts) of the
particular Securities to be redeemed and, if less than all the Outstanding
Securities of any series consisting of a single Security are to be redeemed, the
principal amount of the particular Security to be redeemed,

         

        
          
            
            

          

          
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        (4)           in
case any Security is to be redeemed in part only, that on and after the
Redemption Date, upon surrender of such Security, the Holder of such Security
will receive, without charge, a new Security or Securities of authorized
denominations for the principal amount thereof remaining
unredeemed,

         

        (5)           that
on the Redemption Date the Redemption Price will become due and payable upon
each such Security to be redeemed and, if applicable, that interest thereon will
cease to accrue on and after said date,

         

        (6)           the
place or places where each such Security is to be surrendered for payment of the
Redemption Price,

         

        (7)           if
applicable, the conversion price or conversion rate, as the case may be, the
date on which the right to convert the principal of the Securities or the
portions thereof to be redeemed will terminate, and the place or places where
such Securities may be surrendered for conversion,

         

        (8)           that
the redemption is for a sinking fund, if such is the case, and

         

        (9)           the
CUSIP number or numbers and/or common codes of the Security being
redeemed.

         

        Notice of
redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name
and at the expense of the Company and shall be irrevocable.

         

        Section 11.5   Deposit of Redemption
Price.

         

        On or
prior to any Redemption Date, the Company shall deposit with the Trustee or with
a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 10.3) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.

         

        If any
Security called for redemption is converted, any money deposited with the
Trustee or with a Paying Agent or so segregated and held in trust for the
redemption of such Security shall (subject to the right of any Holder of such
Security to receive interest as provided in the last paragraph of
Section 3.7) be paid to the Company on Company Request, or if then held by
the Company, shall be discharged from such trust.

         

        
          
            
            

          

          
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        Section 11.6   Securities Payable on Redemption
Date.

         

        Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest.  Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest to
the Redemption Date; provided, however, that, unless
otherwise specified as contemplated by Section 3.1, installments of
interest whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of
Section 3.7.

         

        If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and any premium shall, until paid, bear interest from
the Redemption Date at the rate prescribed therefor in the
Security.

         

        Section 11.7   Securities Redeemed in
Part.

         

        Any
Security which is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or its attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

         

        ARTICLE 12

         

        SINKING
FUNDS

         

        Section 12.1   Applicability of
Article.

         

        The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of any series except as otherwise specified as
contemplated by Section 3.1 for such Securities.

         

        The
minimum amount of any sinking fund payment provided for by the terms of any
Securities is herein referred to as a “mandatory sinking fund payment,” and any
payment in excess of such minimum amount provided for by the terms of such
Securities is herein referred to as an “optional sinking fund
payment.”  If provided for by the terms of any Securities, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 12.2.  Each sinking fund payment shall be applied to the
redemption of Securities as provided for by the terms of such
Securities.

         

        
          
            
            

          

          
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        Section 12.2   Satisfaction of Sinking Fund Payments
with Securities.

         

        The
Company (1) may deliver Outstanding Securities of a series (other than any
previously called for redemption) and (2) may apply as a credit Securities
of a series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in each
case in satisfaction of all or any part of any sinking fund payment with respect
to any Securities of such series required to be made pursuant to the terms of
such Securities as and to the extent provided for by the terms of such
Securities; provided that the Securities to be so credited have not been
previously so credited.  The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

         

        Section 12.3   Redemption of Securities for Sinking
Fund.

         

        Not fewer
than 60 days prior to each sinking fund payment date for any Securities, the
Company will deliver to the Trustee an Officers’ Certificate specifying the
amount of the next ensuing sinking fund payment for such Securities pursuant to
the terms of such Securities, 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 Securities pursuant to Section 12.2
and will also deliver to the Trustee any Securities to be so
delivered.  Not fewer than 30 days prior to 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 11.3 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 11.4.  Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 11.6 and
11.7.

         

        ARTICLE 13

         

        DEFEASANCE
AND COVENANT DEFEASANCE

         

        Section 13.1   Company’s Option to Effect Defeasance
or Covenant Defeasance.

         

        The
Company may elect, at its option at any time, to have Section 13.2 or
Section 13.3 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 3.1 as being defeasible
pursuant to such Section 13.2 or 13.3, in accordance with any applicable
requirements provided pursuant to Section 3.1 and upon compliance with the
conditions set forth below in this Article.  Any such election shall
be evidenced by a Board Resolution or in another manner specified as
contemplated by Section 3.1 for such Securities.

         

        Section 13.2   Defeasance and
Discharge.

         

        Upon the
Company’s exercise of its option (if any) to have this Section applied to
any Securities or any series of Securities, as the case may be, the Company
shall be deemed to have been discharged from its obligations, and the provisions
of Article 15 shall cease to be effective, with respect to such Securities
as provided in this Section on and after the date the conditions set forth in
Section 13.4 are satisfied (hereinafter called
“Defeasance”).  For this purpose, such Defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Securities and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), subject to the following which shall
survive until otherwise terminated or discharged hereunder:

         

        
          
            
            

          

          
            -63-

            
              

            

          

          
            
            

          

        

         

        (1)           the
rights of Holders of such Securities to receive, solely from the trust fund
described in Section 13.4 and as more fully set forth in such Section,
payments in respect of the principal of and any premium and interest on such
Securities when payments are due,

         

        (2)           the
Company’s obligations with respect to such Securities under Sections 3.4,
3.5, 3.6, 10.2 and 10.3, and, if applicable, Article 14,

         

        (3)           the
rights, powers, trusts, duties and immunities of the Trustee hereunder,
and

         

        (4)           this
Article.

         

        Subject
to compliance with this Article, the Company may exercise its option (if any) to
have this Section applied to any Securities notwithstanding the prior exercise
of its option (if any) to have Section 13.3 applied to such
Securities.

         

        Section 13.3   Covenant
Defeasance.

         

        Upon the
Company’s exercise of its option (if any) to have this Section applied to any
Securities or any series of Securities, as the case may be,

         

        (1)           the
Company shall be released from its obligations under Sections 10.6 and 10.7
and any covenants provided pursuant to Sections 3.1(19), 9.1(2) or 9.1(7)
for the benefit of the Holders of such Securities,

         

        (2)           the
occurrence of any event specified in Sections 5.1(4) (with respect to any
of Sections 10.6 and 10.7 and any such covenants provided pursuant to
Section 3.1(19), 9.1(2) or 9.1(7)) and the occurrence of any Event of
Default specified pursuant to Section 3.1, shall be deemed not to be or
result in an Event of Default, and

         

        (3)           the
provisions of Article 15 shall cease to be effective,

         

        in each
case with respect to such Securities or series of Securities as provided in this
Section on and after the date the conditions set forth in Section 13.4
are satisfied (hereinafter called “Covenant Defeasance”).  For this
purpose, such Covenant Defeasance means that, with respect to such Securities,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such specified Section (to
the extent so specified in the case of Section 5.1(4) and the occurrence of
any Event of Default specified pursuant to Section 3.1) or Article 15,
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section or Article or by reason of any reference in any such Section or
Article to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected
thereby.

         

        
          
            
            

          

          
            -64-

            
              

            

          

          
            
            

          

        

         

        Section 13.4   Conditions to Defeasance or Covenant
Defeasance.

         

        The
following shall be the conditions to the application of Section 13.2 or
Section 13.3 to any Securities or any series of Securities, as the case may
be:

         

        (1)           The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee which satisfies the requirements contemplated by
Section 6.9 and agrees to comply with the provisions of this Article
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefits of the Holders of such Securities,

         

        (A)           in
the case of Securities of a series denominated in currency of the United States
of America,

         

        (i)           cash
in currency of the United States of America in an amount, or

         

        (ii)           U.S.
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, an amount in cash,
or

         

        (iii)           a
combination thereof, or

         

        (B)           in
the case of Securities of a series denominated in currency other than that of
the United States of America,

         

        (i)           cash
in the currency in which such series of Securities is denominated in an amount,
or

         

        (ii)           Foreign
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, an amount in cash,
or

         

        (iii)           a
combination thereof,

         

        in each
case sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or any
such other qualifying trustee) to pay and discharge, the principal of and any
premium and interest on such Securities on the respective Stated Maturities, in
accordance with the terms of this Indenture and such Securities.

         

        
          
            
            

          

          
            -65-

            
              

            

          

          
            
            

          

        

         

        (2)           In
the event of an election to have Section 13.2 apply to any Securities or
any series of Securities, as the case may be, the Company shall have delivered
to the Trustee an Opinion of Counsel stating that

         

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

         

        (B)           since
the date of this instrument, there has been a change in the applicable Federal
income tax law,

         

        (C)           in
either case (A) or (B) to the effect that, and based thereon such opinion
shall confirm that, the Holders of such Securities will not recognize gain or
loss for Federal income tax purposes as a result of the deposit, Defeasance and
discharge to be effected with respect to such Securities and will be subject to
Federal income tax on the same amount, in the same manner and at the same times
as would be the case if such deposit, Defeasance and discharge were not to
occur.

         

        (3)           In
the event of an election to have Section 13.3 apply to any Securities or
any series of Securities, as the case may be, the Company shall have delivered
to the Trustee an Opinion of Counsel to the effect that the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a
result of the deposit and Covenant Defeasance to be effected with respect to
such Securities and will be subject to Federal income tax on the same amount, in
the same manner and at the same times as would be the case if such deposit and
Covenant Defeasance were not to occur.

         

        (4)           The
Company shall have delivered to the Trustee an Officers’ Certificate to the
effect that neither such Securities nor any other Securities of the same series,
if then listed on any securities exchange, will be delisted as a result of such
deposit.

         

        (5)           No
event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to such Securities or any other Securities shall have
occurred and be continuing at the time of such deposit or, with regard to any
such event specified in Sections 5.1(5) and (6), at any time on or prior to
the 90th day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until after such 90th day).

         

        (6)           Such
Defeasance or Covenant Defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act (assuming all
Securities are in default within the meaning of such Act).

         

        
          
            
            

          

          
            -66-

            
              

            

          

          
            
            

          

        

         

        (7)           Such
Defeasance or Covenant Defeasance shall not result in a breach or violation of,
or constitute a default under, this Indenture or any other agreement or
instrument to which the Company is a party or by which it is bound.

         

        (8)           Such
Defeasance or Covenant Defeasance shall not result in the trust arising from
such deposit constituting an investment company within the meaning of the
Investment Company Act unless such trust shall be registered under such Act or
exempt from registration thereunder.

         

        (9)           At
the time of such deposit,

         

        (A)          no
default in the payment of any principal of or premium or interest on any Senior
Debt shall have occurred and be continuing,

         

        (B)           no
event of default with respect to any Senior Debt shall have resulted in such
Senior Debt becoming, and continuing to be, due and payable prior to the date on
which it would otherwise have become due and payable (unless payment of such
Senior Debt has been made or duly provided for), and

         

        (C)           no
other event of default with respect to any Senior Debt shall have occurred and
be continuing permitting (after notice or lapse of time or both) the holders of
such Senior Debt (or a trustee on behalf of such holders) to declare such Senior
Debt due and payable prior to the date on which it would otherwise have become
due and payable.

         

        (10)           The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to
such Defeasance or Covenant Defeasance have been complied with.

         

        Section 13.5   Deposited Money, U.S. Government
Obligations and Foreign Government Obligations to be Held in Trust;
Miscellaneous Provisions.

         

        Subject
to the provisions of the last paragraph of Section 10.3, all money, U.S.
Government Obligations and Foreign Government Obligations (including the
proceeds thereof) deposited with the Trustee or other qualifying trustee (solely
for purposes of this Section and Section 13.6, the Trustee and any
such other trustee are referred to collectively as the “Trustee”) pursuant to
Section 13.4 in respect of any Securities shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal and any premium and interest, but money so held
in trust need not be segregated from other funds except to the extent required
by law.  Money, U.S. Government Obligations and Foreign Government
Obligations so held in trust shall not be subject to the provisions of
Article 15.

         

        
          
            
            

          

          
            -67-

            
              

            

          

          
            
            

          

        

         

        The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations or Foreign
Government Obligations deposited pursuant to Section 13.4 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 Outstanding
Securities.

         

        Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request any money, U.S.
Government Obligations or Foreign Government Obligations held by it as provided
in Section 13.4 with respect to any Securities which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect the
Defeasance or Covenant Defeasance, as the case may be, with respect to such
Securities.

         

        Section 13.6   Reinstatement.

         

        If the
Trustee or the Paying Agent is unable to apply any money in accordance with this
Article with respect to any Securities by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the obligations under this Indenture and such Securities
from which the Company has been discharged or released pursuant to
Section 13.2 or 13.3 shall be revived and reinstated as though no deposit
had occurred pursuant to this Article with respect to such Securities, until
such time as the Trustee or Paying Agent is permitted to apply all money held in
trust pursuant to Section 13.5 with respect to such Securities in
accordance with this Article; provided, however, that if the
Company makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust.

         

        ARTICLE 14

         

        CONVERSION
OF SECURITIES

         

        Section 14.1   Applicability of
Article.

         

        The
provisions of this Article shall be applicable to the Securities of any series
which are convertible into shares of Common Stock of the Company, and the
issuance of such shares of Common Stock upon the conversion of such Securities,
except as otherwise specified as contemplated by Section 3.1 for the
Securities of such series.

         

        
          
            
            

          

          
            -68-

            
              

            

          

          
            
            

          

        

         

        Section 14.2   Exercise of Conversion
Privilege.

         

        In order
to exercise a conversion privilege, the Holder of a Security of a series with
such a privilege shall surrender such Security to the Company at the office or
agency maintained for that purpose pursuant to Section 10.2, accompanied by
a duly executed conversion notice to the Company substantially in the form set
forth in Section 2.6 stating that the Holder elects to convert such
Security or a specified portion thereof.  Such notice shall also
state, if different from the name and address of such Holder, the name or names
(with address) in which the certificate or certificates for shares of Common
Stock, which shall be issuable on such conversion, shall be
issued.  Securities surrendered for conversion shall (if so required
by the Company or the Trustee) be duly endorsed by or accompanied by instruments
of transfer in forms satisfactory to the Company and the Trustee duly executed
by the Holder or its attorney duly authorized in writing; and Securities so
surrendered for conversion (in whole or in part) during the period from the
close of business on any Regular Record Date to the opening of business on the
next succeeding Interest Payment Date (excluding Securities or portions thereof
called for redemption during the period beginning at the close of business on a
Regular Record Date and ending at the opening of business on the first Business
Day after the next succeeding Interest Payment Date, or if such Interest Payment
Date is not a Business Day, the second such Business Day) shall also be
accompanied by payment in funds acceptable to the Company of an amount equal to
the interest payable on such Interest Payment Date on the principal amount of
such Security then being converted, and such interest shall be payable to such
Holder notwithstanding the conversion of such Security, subject to the
provisions of Section 3.7 relating to the payment of Defaulted Interest by
the Company.  As promptly as practicable after the receipt of such
notice and of any payment required pursuant to a Board Resolution and, subject
to Section 3.3, set forth, or determined in the manner provided, in an
Officers’ Certificate, or established in one or more indentures supplemental
hereto setting forth the terms of such series of Security, and the surrender of
such Security in accordance with such reasonable regulations as the Company may
prescribe, the Company shall issue and shall deliver, at the office or agency at
which such Security is surrendered, to such Holder or on its written order, a
certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such Security (or specified portion thereof), in
accordance with the provisions of such Board Resolution, Officers’ Certificate
or supplemental indenture, and cash as provided therein in respect of any
fractional share of such Common Stock otherwise issuable upon such conversion.
Such conversion shall be deemed to have been effected immediately prior to the
close of business on the date on which such notice and such payment, if
required, shall have been received in proper order for conversion by the Company
and such Security shall have been surrendered as aforesaid (unless such Holder
shall have so surrendered such Security and shall have instructed the Company to
effect the conversion on a particular date following such surrender and such
Holder shall be entitled to convert such Security on such date, in which case
such conversion shall be deemed to be effected immediately prior to the close of
business on such date) and at such time the rights of the Holder of such
Security as such Security Holder shall cease and the person or persons in whose
name or names any certificate or certificates for shares of Common Stock of the
Company shall be issuable upon such conversion shall be deemed to have become
the Holder or Holders of record of the shares represented
thereby.  Except as set forth above and subject to the final paragraph
of Section 3.7, no payment or adjustment shall be made upon any conversion
on account of any interest accrued on the Securities (or any part thereof)
surrendered for conversion or on account of any dividends on the Common Stock of
the Company issued upon such conversion.

         

        In the
case of any Security which is converted in part only, upon such conversion the
Company shall execute and the Trustee shall authenticate and deliver to or on
the order of the Holder thereof, at the expense of the Company, a new Security
or Securities of the same series, of authorized denominations, in aggregate
principal amount equal to the unconverted portion of such Security.

         

        
          
            
            

          

          
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        Section 14.3   No Fractional
Shares.

         

        No
fractional share of Common Stock of the Company shall be issued upon conversions
of Securities of any series.  If more than one Security shall be
surrendered for conversion at one time by the same Holder, the number of full
shares which shall be issuable upon conversion shall be computed on the basis of
the aggregate principal amount of the Securities (or specified portions thereof
to the extent permitted hereby) so surrendered.  If, except for the
provisions of this Section 14.3, any Holder of a Security or Securities
would be entitled to a fractional share of Common Stock of the Company upon the
conversion of such Security or Securities, or specified portions thereof, the
Company shall pay to such Holder an amount in cash equal to the current market
value of such fractional share computed, (i) if such Common Stock is listed
or admitted to unlisted trading privileges on a national securities exchange or
market, on the basis of the last reported sale price regular way on such
exchange or market on the last trading day prior to the date of conversion upon
which such a sale shall have been effected, or (ii) if such Common Stock is
not at the time so listed or admitted to unlisted trading privileges on a
national securities exchange or market, on the basis of the average of the bid
and asked prices of such Common Stock in the over-the-counter market, on the
last trading day prior to the date of conversion, as reported by the National
Quotation Bureau, Incorporated or similar organization if the National Quotation
Bureau, Incorporated is no longer reporting such information, or if not so
available, the fair market price as determined by the Board of
Directors.  For purposes of this Section, “trading day” shall mean
each Monday, Tuesday, Wednesday, Thursday and Friday other than any day on which
the Common Stock is not traded on the Nasdaq National Market, or if the Common
Stock is not traded on the Nasdaq National Market, on the principal exchange or
market on which the Common Stock is traded or quoted.

         

        Section 14.4   Adjustment of Conversion Price or
Conversion Rate.

         

        The
conversion price or conversion rate, as the case may be, of Securities of any
series that is convertible into Common Stock of the Company shall be adjusted
for any stock dividends, stock splits, reclassifications, combinations or
similar transactions in accordance with the terms of the supplemental indenture
or Board Resolutions setting forth the terms of the Securities of such
series.

         

        Whenever
the conversion price or conversion rate, as the case may be, is adjusted, the
Company shall compute the adjusted conversion price or conversion rate, as the
case may be, in accordance with terms of the applicable Board Resolution or
supplemental indenture and shall prepare an Officers’ Certificate setting forth
the adjusted conversion price or conversion rate, as the case may be, and
showing in reasonable detail the facts upon which such adjustment is based, and
such certificate shall forthwith be filed at each office or agency maintained
for the purpose of conversion of Securities pursuant to Section 10.2 and,
if different, with the Trustee.  The Company shall forthwith cause a
notice setting forth the adjusted conversion price or conversion rate, as the
case may be, to be mailed, first class postage prepaid, to each Holder of
Securities of such series at its address appearing on the Security Register and
to any conversion agent other than the Trustee.

         

        
          
            
            

          

          
            -70-

            
              

            

          

          
            
            

          

        

         

        Section 14.5   Notice of Certain Corporate
Actions.

         

        In
case:

         

        (1)           the
Company shall declare a dividend (or any other distribution) on its Common Stock
payable otherwise than in cash out of its retained earnings (other than a
dividend for which approval of any shareholders of the Company is required) that
would require an adjustment pursuant to Section 14.4; or

         

        (2)           the
Company shall authorize the granting to all or substantially all of the holders
of its Common Stock of rights, options or warrants to subscribe for or purchase
any shares of capital stock of any class or of any other rights (other than any
such grant for which approval of any shareholders of the Company is required);
or

         

        (3)           of
any reclassification of the Common Stock of the Company (other than a
subdivision or combination of its outstanding shares of Common Stock, or of any
consolidation, merger or share exchange to which the Company is a party and for
which approval of any shareholders of the Company is required), or of the sale
of all or substantially all of the assets of the Company; or

         

        (4)           of
the voluntary or involuntary dissolution, liquidation or winding up of the
Company;

         

        then the
Company shall cause to be filed with the Trustee, and shall cause to be mailed
to all Holders at their last addresses as they shall appear in the Security
Register, at least 20 days (or 10 days in any case specified in clause (1)
or (2) above) prior to the applicable record date hereinafter specified, a
notice stating (i) the date on which a record is to be taken for the
purpose of such dividend, distribution, rights, options or warrants, or, if a
record is not to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distribution, rights, options or
warrants are to be determined, or (ii) the date on which such
reclassification, consolidation, merger, share exchange, sale, dissolution,
liquidation or winding up is expected to become effective, and the date as of
which it is expected that holders of Common Stock of record shall be entitled to
exchange their shares of Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, share exchange,
sale, dissolution, liquidation or winding up.  If at any time the
Trustee shall not be the conversion agent, a copy of such notice shall also
forthwith be filed by the Company with the Trustee.

         

        Section 14.6   Reservation of Shares of Common
Stock.

         

        The
Company shall at all times reserve and keep available, free from preemptive
rights, out of its authorized but unissued Common Stock, for the purpose of
effecting the conversion of Securities, the full number of shares of Common
Stock of the Company then issuable upon the conversion of all outstanding
Securities of any series that has conversion rights.

         

        
          
            
            

          

          
            -71-

            
              

            

          

          
            
            

          

        

         

        Section 14.7   Payment of Certain Taxes upon
Conversion.

         

        Except as
provided in the next sentence, the Company will pay any and all taxes that may
be payable in respect of the issue or delivery of shares of its Common Stock on
conversion of Securities pursuant hereto.  The Company shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of shares of its Common Stock in a
name other than that of the Holder of the Security or Securities to be
converted, and no such issue or delivery shall be made unless and until the
person requesting such issue has paid to the Company the amount of any such tax,
or has established, to the satisfaction of the Company, that such tax has been
paid.

         

        Section 14.8   Nonassessability.

         

        The
Company covenants that all shares of its Common Stock that may be issued upon
conversion of Securities will upon issue in accordance with the terms hereof be
duly and validly issued and fully paid and nonassessable.

         

        Section 14.9   Provision in Case of Consolidation,
Merger or Sale of Assets.

         

        In case
of any consolidation or merger of the Company with or into any other Person, any
merger of another Person with or into the Company (other than a merger which
does not result in any reclassification, conversion, exchange or cancellation of
outstanding shares of Common Stock of the Company) or any conveyance, sale,
transfer or lease of all or substantially all of the assets of the Company, the
Person formed by such consolidation or resulting from such merger or which
acquires such assets, as the case may be, shall execute and deliver to the
Trustee a supplemental indenture providing that the Holder of each Security of a
series then Outstanding that is convertible into Common Stock of the Company
shall have the right thereafter (which right shall be the exclusive conversion
right thereafter available to said Holder), during the period such Security
shall be convertible, to convert such Security only into the kind and amount of
securities, cash and other property receivable upon such consolidation, merger,
conveyance, sale, transfer or lease by a holder of the number of shares of
Common Stock of the Company into which such Security might have been converted
immediately prior to such consolidation, merger, conveyance, sale, transfer or
lease, assuming such holder of Common Stock of the Company (i) is not a
Person with which the Company consolidated or merged with or into or which
merged into or with the Company or to which such conveyance, sale, transfer or
lease was made, as the case may be (a “Constituent Person”), or an Affiliate of
a Constituent Person and (ii) failed to exercise his rights of election, if
any, as to the kind or amount of securities, cash and other property receivable
upon such consolidation, merger, conveyance, sale, transfer or lease (provided
that if the kind or amount of securities, cash and other property receivable
upon such consolidation, merger, conveyance, sale, transfer, or lease is not the
same for each share of Common Stock of the Company held immediately prior to
such consolidation, merger, conveyance, sale, transfer or lease by others than a
Constituent Person or an Affiliate thereof and in respect of which such rights
of election shall not have been exercised (“Non-electing Share”), then for the
purpose of this Section 14.9 the kind and amount of securities, cash and
other property receivable upon such consolidation, merger, conveyance, sale,
transfer or lease by the holders of each Non-electing Share shall be deemed to
be the kind and amount so receivable per share by a plurality of the
Non-electing Shares).  Such supplemental indenture shall provide for
adjustments which, for events subsequent to the effective date of such
supplemental indenture, shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Article or in accordance with the terms of
the supplemental indenture or Board Resolutions setting forth the terms of such
adjustments.  The above provisions of this Section 14.9 shall
similarly apply to successive consolidations, mergers, conveyances, sales,
transfers or leases.  Notice of the execution of such a supplemental
indenture shall be given by the Company to the Holder of each Security of a
series that is convertible into Common Stock of the Company as provided in
Section 1.6 promptly upon such execution.

         

        
          
            
            

          

          
            -72-

            
              

            

          

          
            
            

          

        

         

        Neither
the Trustee nor any conversion agent, if any, shall be under any responsibility
to determine the correctness of any provisions contained in any such
supplemental indenture relating either to the kind or amount of shares of stock
or other securities or property or cash receivable by Holders of Securities of a
series convertible into Common Stock of the Company upon the conversion of their
Securities after any such consolidation, merger, conveyance, transfer, sale or
lease or to any such adjustment, but may accept as conclusive evidence of the
correctness of any such provisions, and shall be protected in relying upon, an
Opinion of Counsel with respect thereto, which the Company shall cause to be
furnished to the Trustee upon request.

         

        Section 14.10 Duties of Trustee Regarding
Conversion.

         

        Neither
the Trustee nor any conversion agent shall at any time be under any duty or
responsibility to any Holder of Securities of any series that is convertible
into Common Stock of the Company to determine whether any facts exist which may
require any adjustment of the conversion price or conversion rate, as the case
may be, or with respect to the nature or extent of any such adjustment when
made, or with respect to the method employed, whether herein or in any
supplemental indenture, any resolutions of the Board of Directors or written
instrument executed by one or more officers of the Company provided to be
employed in making the same.  Neither the Trustee nor any conversion
agent shall be accountable with respect to the validity or value (or the kind or
amount) of any shares of Common Stock of the Company, or of any securities or
property, which may at any time be issued or delivered upon the conversion of
any Securities and neither the Trustee nor any conversion agent makes any
representation with respect thereto.  Subject to the provisions of
Section 6.1, neither the Trustee nor any conversion agent shall be
responsible for any failure of the Company to issue, transfer or deliver any
shares of its Common Stock or stock certificates or other securities or property
upon the surrender of any Security for the purpose of conversion or to comply
with any of the covenants of the Company contained in this Article 14 or in
the applicable supplemental indenture, resolutions of the Board of Directors or
written instrument executed by one or more duly authorized officers of the
Company.

         

        Section 14.11 Repayment of Certain Funds upon
Conversion.

         

        Any funds
which at any time shall have been deposited by the Company or on its behalf with
the Trustee or any other paying agent for the purpose of paying the principal
of, and premium, if any, and interest, if any, on any of the Securities
(including, but not limited to, funds deposited for the sinking fund referred to
in Article 12 hereof and funds deposited pursuant to Article 13
hereof) and which shall not be required for such purposes because of the
conversion of such Securities as provided in this Article 14 shall after
such conversion be repaid to the Company by the Trustee upon the Company’s
written request.

         

        
          
            
            

          

          
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      ARTICLE 15

       

      SUBORDINATION
OF SECURITIES

       

      
        Section
15.1     Agreement
of Subordination.

      

       

      Except as
otherwise provided in a supplemental indenture or pursuant to Section 3.1,
the Company covenants and agrees, and each Holder of Securities issued hereunder
by its acceptance thereof likewise covenants and agrees, that all Securities
shall be issued subject to the provisions of this Article 15; and each
Person holding any Security, whether upon original issue or upon transfer,
assignment or exchange thereof, accepts and agrees to be bound by such
provisions.

       

      The
payment of the principal of, premium, if any, and interest on all Securities
(including, but not limited to, the redemption price with respect to the
Securities called for redemption in accordance with Article 11 as provided
in the Indenture) issued hereunder shall, to the extent and in the manner
hereinafter set forth, be subordinated and subject in right of payment to the
prior payment in full of all Senior Debt, whether outstanding at the date of
this Indenture or thereafter incurred.

       

      No
provision of this Article 15 shall prevent the occurrence of any default or
Event of Default hereunder.

       

      
        Section
15.2     Payments
to Holders.

      

       

      No
payment shall be made with respect to the principal of, or premium, if any, or
interest on the Securities (including, but not limited to, the redemption price
with respect to the Securities to be called for redemption in accordance with
Article 11 as provided in the Indenture), except payments and distributions
made by the Trustee as permitted by the first or second paragraph of
Section 15.5, if:

       

      (i)           a
default in the payment of principal, premium, if any, interest, rent or other
obligations due on any Senior Debt occurs and is continuing (or, in the case of
Senior Debt for which there is a period of grace, in the event of such a default
that continues beyond the period of grace, if any, specified in the instrument
or lease evidencing such Senior Debt) (a “Payment Default”), unless and until
such default shall have been cured or waived or shall have ceased to exist;
or

       

      (ii)           a
default, other than a Payment Default, on any Designated Senior Debt occurs and
is continuing that then permits holders of such Designated Senior Debt to
accelerate its maturity and the Trustee receives a notice of the default (a
“Payment Blockage Notice”) from a holder of Designated Senior Debt, a
Representative of Designated Senior Debt or the Company (a “Non-Payment
Default”).


      
        
           


        

        
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      If the
Trustee receives any Payment Blockage Notice pursuant to clause (ii) above,
no subsequent Payment Blockage Notice shall be effective for purposes of this
Section unless and until at least 365 days shall have elapsed since the
initial effectiveness of the immediately prior Payment Blockage
Notice.  No Non-Payment Default that existed or was continuing on the
date of delivery of any Payment Blockage Notice to the Trustee shall be, or be
made, the basis for a subsequent Payment Blockage Notice.

       

      The
Company may and shall resume payments on and distributions in respect of the
Securities upon the earlier of:

       

      (2)           in
the case of any Payment Default, the date upon which the Payment Default is
cured or waived or ceases to exist, or

       

      (3)           in
the case of a Non-Payment Default, the earlier of (a) the date upon which
such Non-Payment Default is cured, waived or ceases to exist or (b) 179
days after the date on which the applicable Payment Blockage Notice is received
by the Trustee,

       

      unless
this Article 15 otherwise prohibits the payment or distribution at such
time.

       

      Upon any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to creditors upon any dissolution or
winding-up or liquidation or reorganization of the Company, whether voluntary or
involuntary or in bankruptcy, insolvency, reorganization, liquidation,
receivership or other proceedings, or upon an assignment for the benefit of
creditors or any marshalling of the assets and liabilities of the Company, or
otherwise, all amounts due or to become due upon all Senior Debt shall first be
paid in full in cash or other payment satisfactory to the holders of such Senior
Debt, or payment thereof in accordance with its terms provided for in cash or
other payment satisfactory to the holders of such Senior Debt, before any
payment is made on account of the principal of, premium, if any, or interest on
the Securities (except payments made pursuant to Article 4 from monies
deposited with the Trustee pursuant thereto prior to commencement of proceedings
for such dissolution, winding-up, liquidation, reorganization, assignment for
the benefit of creditors or the marshalling of assets and liabilities of the
Company); and upon any such dissolution, winding-up, liquidation,
reorganization, assignment for the benefit of creditors or marshalling of assets
and liabilities of the Company or bankruptcy, insolvency, receivership or other
proceeding, any payment by the Company, or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to which the
Holders of the Securities or the Trustee would be entitled, except for the
provision of this Article 15, shall (except as aforesaid) be paid by the
Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or
other Person making such payment or distribution, or by the Holders of the
Securities or by the Trustee under this Indenture if received by them or it,
directly to the holders of Senior Debt (pro rata to such holders on the basis of
the respective amounts of Senior Debt held by such holders, or as otherwise
required by law or a court order) or their Representative or Representatives, or
to the trustee or trustees under any indenture pursuant to which any instruments
evidencing any Senior Debt may have been issued, as their respective interests
may appear, to the extent necessary to pay all Senior Debt in full, in cash or
other payment satisfactory to the holders of such Senior Debt, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Debt, before any payment or distribution or provision therefor is made to the
Holders of the Securities or to the Trustee.


      
        
           


        

        
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      For
purposes of this Article 15, the words, “cash, property or securities”
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article 15 with
respect to the Securities to the payment of all Senior Debt which may at the
time be outstanding; provided that
(i) the Senior Debt is assumed by the new corporation, if any, resulting
from any reorganization or readjustment, and (ii) the rights of the holders
of Senior Debt (other than leases which are not assumed by the Company or the
new corporation, as the case may be) are not, without the consent of such
holders, altered by such reorganization or readjustment.  The
consolidation of the Company with, or the merger of the Company into, another
corporation or the liquidation or dissolution of the Company following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation upon the terms and conditions provided for in
Article 8 shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section 15.2 if such other
corporation shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article 8.

       

      In the
event of the acceleration of the Securities because of an Event of Default, no
payment or distribution shall be made to the Trustee or any Holder of Securities
in respect of the principal of, premium, if any, or interest on the Securities
(including, but not limited to, the redemption price with respect to the
Securities called for redemption in accordance with Article 11 as provided
in the Indenture), except payments and distributions made by the Trustee as
permitted by the first or second paragraph of Section 15.5, until all
Senior Debt has been paid in full in cash or other payment satisfactory to the
holders of Senior Debt or such acceleration is rescinded in accordance with the
terms of this Indenture.  If payment of the Securities is accelerated
because of an Event of Default, the Company shall promptly notify holders of
Senior Debt of the acceleration.

       

      In the
event that, notwithstanding the foregoing provisions, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities (including, without limitation, by way of setoff or
otherwise), prohibited by the foregoing, shall be received by the Trustee or the
Holders of the Securities before all Senior Debt is paid in full in cash or
other payment satisfactory to the holders of such Senior Debt, or provision is
made for such payment thereof in accordance with its terms in cash or other
payment satisfactory to the holders of such Senior Debt, such payment or
distribution shall be held in trust for the benefit of and shall be paid over or
delivered to the holders of Senior Debt or their Representative or
Representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any Senior Debt may have been issued, as their
respective interests may appear, as calculated by the Company, for application
to the payment of all Senior Debt remaining unpaid to the extent necessary to
pay all Senior Debt in full in cash or other payment satisfactory to the holders
of such Senior Debt, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Debt.


      
        
           


        

        
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      Nothing
in this Section 15.2 shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 6.7.  This Section 15.2 shall
be subject to the further provisions of Section 15.5.

       

      Section 15.3    
Subrogation of Securities.

       

      Subject
to the payment in full of all Senior Debt, the rights of the Holders of the
Securities shall be subrogated to the extent of the payments or distributions
made to the holders of such Senior Debt pursuant to the provisions of this
Article 15 (equally and ratably with the holders of all indebtedness of the
Company which by its express terms is subordinated to other indebtedness of the
Company to substantially the same extent as the Securities are subordinated and
is entitled to like rights of subrogation) to the rights of the holders of
Senior Debt to receive payments or distributions of cash, property or securities
of the Company applicable to the Senior Debt until the principal, premium, if
any, and interest on the Securities shall be paid in full; and, for the purposes
of such subrogation, no payments or distributions to the holders of the Senior
Debt of any cash, property or securities to which the Holders of the Securities
or the Trustee would be entitled except for the provisions of this
Article 15, and no payment over pursuant to the provisions of this
Article 15, to or for the benefit of the holders of Senior Debt by Holders
of the Securities or the Trustee, shall, as between the Company, its creditors
other than holders of Senior Debt, and the Holders of the Securities, be deemed
to be a payment by the Company to or on account of the Senior Debt; and no
payments or distributions of cash, property or securities to or for the benefit
of the Holders of the Securities pursuant to the subrogation provisions of this
Article 15, which would otherwise have been paid to the holders of Senior
Debt shall be deemed to be a payment by the Company to or for the account of the
Securities.  It is understood that the provisions of this
Article 15 are and are intended solely for the purposes of defining the
relative rights of the Holders of the Securities, on the one hand, and the
holders of the Senior Debt, on the other hand.

       

      Nothing
contained in this Article 15 or elsewhere in this Indenture or in the
Securities is intended to or shall impair, as among the Company, its creditors
other than the holders of Senior Debt, and the Holders of the Securities, the
obligation of the Company, which is absolute and unconditional, to pay to the
Holders of the Securities the principal of (and premium, if any) and interest on
the Securities as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights of the
Holders of the Securities and creditors of the Company other than the holders of
the Senior Debt, nor shall anything herein or therein prevent the Trustee or the
Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article 15 of the holders of Senior Debt in respect of cash,
property or securities of the Company received upon the exercise of any such
remedy.


      
        
           


        

        
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      Upon any
payment or distribution of assets of the Company referred to in this
Article 15, the Trustee, subject to the provisions of Section 6.1, and
the Holders of the Securities shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which such bankruptcy,
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidating trustee,
agent or other person making such payment or distribution, delivered to the
Trustee or to the Holders of the Securities, for the purpose of ascertaining the
persons entitled to participate in such distribution, the holders of the Senior
Debt and other indebtedness of the Company, the amount thereof or payable
thereon and all other facts pertinent thereto or to this
Article 15.

       

      Section 15.4    
Authorization to Effect Subordination.

       

      Each
Holder of a Security by the holder’s acceptance thereof authorizes and directs
the Trustee on the holder’s behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article 15
and appoints the Trustee to act as the holder’s attorney-in-fact for any and all
such purposes.  If the Trustee does not file a proper proof of claim
or proof of debt in the form required in any proceeding referred to in
Section 5.4 hereof at least 30 days before the expiration of the time to
file such claim, the holders of any Senior Debt or their representatives are
hereby authorized to file an appropriate claim for and on behalf of the Holders
of the Securities.

       

      Section 15.5     Notice
to Trustee.

       

      The
Company shall give prompt written notice in the form of an Officers’ Certificate
to a Responsible Officer of the Trustee and to any Paying Agent of any fact
known to the Company which would prohibit the making of any payment of monies to
or by the Trustee or any Paying Agent in respect of the Securities pursuant to
the provisions of this Article 15.  Notwithstanding the
provisions of this Article 15 or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts which
would prohibit the making of any payment of monies to or by the Trustee in
respect of the Securities pursuant to the provisions of this Article 15,
unless and until a Responsible Officer of the Trustee shall have received
written notice thereof at the Corporate Trust Office from the Company (in the
form of an Officers’ Certificate) or a Representative or a holder or holders of
Senior Debt or from any trustee therefor; and before the receipt of any such
written notice, the Trustee, subject to the provisions of Section 6.1,
shall be entitled in all respects to assume that no such facts exist; provided that if on a
date not fewer than two Business Days prior to the date upon which by the terms
hereof any such monies may become payable for any purpose (including, without
limitation, the payment of the principal of, or premium, if any, or interest on
any Security) the Trustee shall not have received, with respect to such monies,
the notice provided for in this Section 15.5, then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such monies and to apply the same to the purpose for which
they were received, and shall not be affected by any notice to the contrary
which may be received by it on or after such prior date.

       

      Notwithstanding
anything in this Article 15 to the contrary, nothing shall prevent any
payment by the Trustee to the Holders of monies deposited with it pursuant to
Section 4.1, and any such payment shall not be subject to the provisions of
Section 15.1 or 15.2.

       

      
        
          
          

        

        
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      The
Trustee, subject to the provisions of Section 6.1, shall be entitled to
rely on the delivery to it of a written notice by a Representative or a person
representing himself to be a holder of Senior Debt (or a trustee on behalf of
such holder) to establish that such notice has been given by a Representative or
a holder of Senior Debt or a trustee on behalf of any such holder or
holders.  The Trustee shall not be required to make any payment or
distribution to or on behalf of a holder of Senior Debt pursuant to this
Article 15 unless it has received satisfactory evidence as to the amount of
Senior Debt held by such person, the extent to which such person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such person under this Article 15.

       

      Section 15.6    
Trustee’s Relation to Senior Debt.

       

      The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article 15 in respect of any Senior Debt at any time held by it, to
the same extent as any other holder of Senior Debt, and nothing in this
Indenture shall deprive the Trustee of any of its rights as such
holder.

       

      With
respect to the holders of Senior Debt, the Trustee undertakes to perform or to
observe only such of its covenants and obligations as are specifically set forth
in this Article 15, and no implied covenants or obligations with respect to
the holders of Senior Debt shall be read into this Indenture against the
Trustee.  The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Debt and, subject to the provisions of Section 6.1,
the Trustee shall not be liable to any holder of Senior Debt (i) for any
failure to make any payments or distributions to such holders or (ii) if it
shall pay over or deliver to Holders of Securities, the Company or any other
Person money or assets to which any holder of Senior Debt shall be entitled by
virtue of this Article 15 or otherwise.

       

      Section 15.7    
No Impairment of Subordination.

       

      No right
of any present or future holder of any Senior Debt to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company,
the Trustee or any Holder of Securities with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof which any such holder may
have or otherwise be charged with.

       

      Section 15.8    
Certain Conversions/Exchanges Deemed Payment.

       

      For the
purposes of this Article 15 only, (1) the issuance and delivery of
junior securities upon conversion or exchange of Securities in accordance with
Article 14 or otherwise (except upon conversion of the Securities in
accordance with their terms) shall not be deemed to constitute a payment or
distribution on account of the principal of (or premium, if any) or interest on
Securities or on account of the purchase or other acquisition of Securities, and
(2) the payment, issuance or delivery of cash (except in satisfaction of
fractional shares pursuant to Section 14.3), property or securities (other
than junior securities) upon conversion or exchange of a Security shall be
deemed to constitute payment on account of the principal of such
Security.  For the purposes of this Section 15.8, the term
“junior securities” means (a) shares of any stock of any class of the
Company, or (b) securities of the Company which are subordinated in right
of payment to all Senior Debt which may be outstanding at the time of issuance
or delivery of such securities to substantially the same extent as, or to a
greater extent than, the Securities are so subordinated as provided in this
Article.  Nothing contained in this Article 15 or elsewhere in
this Indenture or in the Securities is intended to or shall impair, as among the
Company, its creditors other than holders of Senior Debt and the Holders of
Securities, the right, which is absolute and unconditional, of the Holder of any
Security to convert such Security in accordance with
Article 14.


      
        
           


        

        
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      Section 15.9    
Article Applicable to Paying Agents.

       

      If at any
time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term “Trustee” as used in this Article
shall (unless the context otherwise requires) be construed as extending to and
including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article in addition to or in
place of the Trustee; provided, however, that the
first paragraph of Section 15.5 shall not apply to the Company or any
Affiliate of the Company if the Company or such Affiliate acts as Paying
Agent.

       

      The
Trustee shall not be responsible for the actions or inactions of any other
Paying Agents (including the Company if acting as its own Paying Agent) and
shall have no control of any funds held by such other Paying
Agents.

       

      Section 15.10   Senior
Debt Entitled to Rely.

       

      The
holders of Senior Debt (including, without limitation, Designated Senior Debt)
shall have the right to rely upon this Article 15, and no amendment or
modification of the provisions contained herein shall diminish the rights of
such holders unless such holders shall have agreed in writing
thereto.

       

      Section 15.11   Reliance
on Judicial Order or Certificate of Liquidating Agent.

       

      Upon any
payment or distribution of assets of the Company referred to in this Article,
the Trustee and the Holders shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such dissolution,
winding up, liquidation, reorganization, assignment for the benefit of creditors
or marshalling of assets and liabilities of the Company or bankruptcy,
insolvency, receivership or other like proceeding is pending, or a certificate
of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee
for the benefit of creditors, agent or other person making such payment or
distribution, delivered to the Trustee or to the Holders, for the purpose of
ascertaining the persons entitled to participate in such payment or
distribution, the holders of Senior Debt and other indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this
Article.


      
        
           


        

        
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      Section 15.12   Trust
Monies Not Subordinated.

       

      Notwithstanding
anything contained herein to the contrary, payments from money, U.S. Government
Obligations and/or Foreign Government Obligations held in trust under
Article 4 or Article 13 by the Trustee for the payment of the
principal of, premium, if any, and interest on the Securities shall not be
subordinated to the prior payment in full of any Senior Debt of the Company or
subject to the restrictions set forth in this Article 15, and none of the
Holders shall be obligated to pay over any such amount to the Company or any
holder of Senior Debt of the Company or any other creditor of the
Company.

       

      [The
remainder of this page is intentionally left blank.]


      
        
           


        

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

      
        


        
          
            
              
                
                  	 
      	
                          RINO
      INTERNATIONAL CORPORATION

                        
	 
      	 
      
	 
      	
                          By:

                        	 
      
	 	 	 
	 
      	
                          Title:

                        	 
      


                

              

            

          

        

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	 	 
	 	 	 
	 
      	
                                      By:

                                    	 
      
	 	 	 
	 
      	
                                      Title: