EXHIBIT
4.2
 

    FORM
OF SENIOR DEBT

    SECURITIES
INDENTURE

     

    
      
        

      

       

    

    ROSETTA
GENOMICS LTD.

    


    INDENTURE

    


    DATED
AS OF __, 20___

     

    ______________________________________________________

    TRUSTEE

    


    SENIOR
DEBT SECURITIES

     

    
      
  

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    
      
        
          	
                  ARTICLE
      I

                	
                  DEFINITIONS
      AND INCORPORATION BY REFERENCE

                	
                  1

                
	
                  Section
      1.1

                	
                  Definitions.

                	
                  1

                
	
                  Section
      1.2

                	
                  Definitions.

                	
                  3

                
	
                  Section
      1.3

                	
                  Incorporation
      by Reference of Trust Indenture Act.

                	
                  4

                
	
                  Section
      1.4

                	
                  Rules
      of Construction.

                	
                  4

                
	 
      	 
      	 
      
	
                  ARTICLE
      II

                	
                  SECURITIES

                	
                  4

                
	
                  Section
      2.1

                	
                  Amount
      Unlimited; Issuable in Series.

                	
                  4

                
	
                  Section
      2.2

                	
                  Establishment
      of Terms of Series of Securities.

                	
                  4

                
	
                  Section
      2.3

                	
                  Authentication
      and Delivery of Securities.

                	
                  6

                
	
                  Section
      2.4

                	
                  Execution
      of Securities; Trustee's Certificate of Authentication; Form of
      Securities.

                	
                  7

                
	
                  Section
      2.5

                	
                  Registrar
      and Paying Agent.

                	
                  7

                
	
                  Section
      2.6

                	
                  Paying
      Agent to Hold Money in Trust.

                	
                  8

                
	
                  Section
      2.7

                	
                  Securityholder
      Lists.

                	
                  8

                
	
                  Section
      2.8

                	
                  Transfer
      and Exchange.

                	
                  8

                
	
                  Section
      2.9

                	
                  Mutilated,
      Destroyed, Lost and Stolen Securities.

                	
                  9

                
	
                  Section
      2.10

                	
                  Outstanding
      Securities.

                	
                  9

                
	
                  Section
      2.11

                	
                  Treasury
      Securities.

                	
                  9

                
	
                  Section
      2.12

                	
                  Temporary
      Securities.

                	
                  10

                
	
                  Section
      2.13

                	
                  Cancellation.

                	
                  10

                
	
                  Section
      2.14

                	
                  Defaulted
      Interest.

                	
                  10

                
	
                  Section
      2.15

                	
                  Global
      Securities.

                	
                  10

                
	
                  Section
      2.16

                	
                  CUSIP
      Numbers.

                	
                  11

                
	 
      	 
      	 
      
	
                  ARTICLE
      III

                	
                  REDEMPTION

                	
                  11

                
	
                  Section
      3.1

                	
                  Notice
      to Trustee.

                	
                  11

                
	
                  Section
      3.2

                	
                  Selection
      of Securities to be Redeemed.

                	
                  11

                
	
                  Section
      3.3

                	
                  Notice
      of Redemption.

                	
                  11

                
	
                  Section
      3.4

                	
                  Effect
      of Notice of Redemption.

                	
                  12

                
	
                  Section
      3.5

                	
                  Deposit
      of Redemption Price.

                	
                  12

                
	
                  Section
      3.6

                	
                  Securities
      Redeemed in Part.

                	
                  12

                
	 
      	 
      	 
      
	
                  ARTICLE
      IV

                	
                  COVENANTS

                	
                  12

                
	
                  Section
      4.1

                	
                  Payment
      of Principal and Interest.

                	
                  12

                
	
                  Section
      4.2

                	
                  SEC
      Reports.

                	
                  12

                
	
                  Section
      4.3

                	
                  Compliance
      Certificate.

                	
                  12

                
	
                  Section
      4.4

                	
                  Stay,
      Extension and Usury Laws.

                	
                  13

                
	
                  Section
      4.5

                	
                  Corporate
      Existence.

                	
                  13

                
	 
      	 
      	 
      
	
                  ARTICLE
      V

                	
                  SUCCESSORS

                	
                  13

                
	
                  Section
      5.1

                	
                  When
      Company May Merge, Etc.

                	
                  13

                
	
                  Section
      5.2

                	
                  Successor
      Corporation Substituted.

                	
                  13

                
	 
      	 
      	 
      
	
                  ARTICLE
      VI

                	
                  DEFAULTS
      AND REMEDIES

                	
                  14

                
	
                  Section
      6.1

                	
                  Events
      of Default.

                	
                  14

                
	
                  Section
      6.2

                	
                  Acceleration
      of Maturity; Rescission and Annulment.

                	
                  14

                
	
                  Section
      6.3

                	
                  Collection
      of Indebtedness and Suits for Enforcement by Trustee.

                	
                  15

                
	
                  Section
      6.4

                	
                  Trustee
      May File Proofs of Claim.

                	
                  15

                
	
                  Section
      6.5

                	
                  Trustee
      May Enforce Claims Without Possession of Securities.

                	
                  16

                
	
                  Section
      6.6

                	
                  Application
      of Money Collected.

                	
                  16

                
	
                  Section
      6.7

                	
                  Limitation
      on Suits.

                	
                  16

                
	
                  Section
      6.8

                	
                  Unconditional
      Right of Holders to Receive Principal and Interest.

                	
                  17

                
	
                  Section
      6.9

                	
                  Restoration
      of Rights and Remedies.

                	
                  17

                
	
                  Section
      6.10

                	
                  Rights
      and Remedies Cumulative.

                	
                  17

                
	
                  Section
      6.11

                	
                  Delay
      or Omission Not Waiver.

                	
                  17

                
	
                  Section
      6.12

                	
                  Control
      by Holders.

                	
                  17

                


        

      

    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Section
      6.13

                	
                  Waiver
      of Past Defaults.

                	
                  17

                
	
                  Section
      6.14

                	
                  Undertaking
      for Costs.

                	
                  18

                
	 
      	 
      	 
      
	
                  ARTICLE
      VII

                	
                  TRUSTEE

                	
                  18

                
	
                  Section
      7.1

                	
                  Duties
      of Trustee.

                	
                  18

                
	
                  Section
      7.2

                	
                  Rights
      of Trustee.

                	
                  19

                
	
                  Section
      7.3

                	
                  Individual
      Rights of Trustee.

                	
                  19

                
	
                  Section
      7.4

                	
                  Trustee's
      Disclaimer.

                	
                  19

                
	
                  Section
      7.5

                	
                  Notice
      of Defaults.

                	
                  19

                
	
                  Section
      7.6

                	
                  Reports
      by Trustee to Holders.

                	
                  20

                
	
                  Section
      7.7

                	
                  Compensation
      and Indemnity.

                	
                  20

                
	
                  Section
      7.8

                	
                  Replacement
      of Trustee.

                	
                  20

                
	
                  Section
      7.9

                	
                  Successor
      Trustee by Merger, Etc.

                	
                  21

                
	
                  Section
      7.10

                	
                  Eligibility;
      Disqualification.

                	
                  21

                
	
                  Section
      7.11

                	
                  Preferential
      Collection of Claims Against Company.

                	
                  21

                
	 
      	 
      	 
      
	
                  ARTICLE
      VIII

                	
                  SATISFACTION
      AND DISCHARGE; DEFEASANCE

                	
                  21

                
	
                  Section
      8.1

                	
                  Satisfaction
      and Discharge of Indenture.

                	
                  21

                
	
                  Section
      8.2

                	
                  Application
      of Trust Funds; Indemnification.

                	
                  22

                
	
                  Section
      8.3

                	
                  Legal
      Defeasance of Securities of any Series.

                	
                  22

                
	
                  Section
      8.4

                	
                  Covenant
      Defeasance.

                	
                  23

                
	
                  Section
      8.5

                	
                  Repayment
      to Company.

                	
                  23

                
	 
      	 
      	 
      
	
                  ARTICLE
      IX

                	
                  AMENDMENTS
      AND WAIVERS

                	
                  23

                
	
                  Section
      9.1

                	
                  Without
      Consent of Holders.

                	
                  23

                
	
                  Section
      9.2

                	
                  With
      Consent of Holders.

                	
                  24

                
	
                  Section
      9.3

                	
                  Compliance
      with Trust Indenture Act.

                	
                  24

                
	
                  Section
      9.4

                	
                  Revocation
      and Effect of Consents.

                	
                  24

                
	
                  Section
      9.5

                	
                  Notation
      on or Exchange of Securities.

                	
                  25

                
	
                  Section
      9.6

                	
                  Trustee
      Protected.

                	
                  25

                
	 
      	 
      	 
      
	
                  ARTICLE
      X

                	
                  MISCELLANEOUS

                	
                  25

                
	
                  Section
      10.1

                	
                  Trust
      Indenture Act Controls.

                	
                  25

                
	
                  Section
      10.2

                	
                  Notices.

                	
                  25

                
	
                  Section
      10.3

                	
                  Communication
      by Holders with Other Holders.

                	
                  26

                
	
                  Section
      10.4

                	
                  Certificate
      and Opinion as to Conditions Precedent.

                	
                  26

                
	
                  Section
      10.5

                	
                  Statements
      Required in Certificate or Opinion.

                	
                  26

                
	
                  Section
      10.6

                	
                  Rules
      by Trustee and Agents.

                	
                  26

                
	
                  Section
      10.7

                	
                  Legal
      Holidays.

                	
                  26

                
	
                  Section
      10.8

                	
                  No
      Recourse Against Others.

                	
                  26

                
	
                  Section
      10.9

                	
                  Counterparts.

                	
                  27

                
	
                  Section
      10.10

                	
                  Governing
      Laws.

                	
                  27

                
	
                  Section
      10.11

                	
                  No
      Adverse Interpretation of Other Agreements.

                	
                  27

                
	
                  Section
      10.12

                	
                  Successors.

                	
                  27

                
	
                  Section 10.13

                	
                  Severability.

                	
                  27

                
	
                  Section
      10.14

                	
                  Table
      of Contents, Headings, Etc.

                	
                  27

                
	 
      	 
      	 
      
	
                  ARTICLE
      XI

                	
                  SINKING
      FUNDS

                	
                  27

                
	
                  Section
      11.1

                	
                  Applicability
      of Article.

                	
                  27

                
	
                  Section
      11.2

                	
                  Each
      sinking fund payment shall be applied to the redemption of Securities of
      any Series as provided for by the terms of the Securities of such
      Series.

                	
                  27

                
	
                  Section
      11.3

                	
                  Satisfaction
      of Sinking Fund Payments with Securities.

                	
                  27

                
	
                  Section
      11.4

                	
                  Redemption
      of Securities for Sinking Fund.

                	
                  28

                


        

      

    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

    


    ROSETTA
GENOMICS LTD.

    Reconciliation
and tie between the Trust Indenture Act of 1939 and

    Indenture,
dated as of ____________ __, 20___.

     

    
      
        
          	
                  Section
      310

                	
                  (a)(1)

                	
                  7.10

                
	 
      	
                  (a)(2)

                	
                  7.10

                
	 
      	
                  (a)(3)

                	
                  Not
      Applicable

                
	 
      	
                  (a)(4)

                	
                  Not
      Applicable

                
	 
      	
                  (a)(5)

                	
                  7.10

                
	 
      	
                  (b)

                	
                  7.10

                
	 
      	
                  (c)

                	
                  Not
      Applicable

                
	 
      	 
      	 
      
	
                  Section
      311

                	
                  (a)

                	
                  7.11

                
	 
      	
                  (b)

                	
                  7.11

                
	 
      	
                  (c)

                	
                  Not
      Applicable

                
	 
      	 
      	 
      
	
                  Section
      312

                	
                  (a)

                	
                  2.7

                
	 
      	
                  (b)

                	
                  10.3

                
	 
      	
                  (c)

                	
                  10.3

                
	 
      	 
      	 
      
	
                  Section
      313

                	
                  (a)

                	
                  7.6

                
	 
      	
                  (b)(1)

                	
                  7.6

                
	 
      	
                  (b)(2)

                	
                  7.6

                
	 
      	
                  (c)(1)

                	
                  7.6

                
	 
      	
                  (d)

                	
                  7.6

                
	 
      	 
      	 
      
	
                  Section
      314

                	
                  (a)

                	
                  4.2,
      10.2, 10.5

                
	 
      	
                  (b)

                	
                  Not
      Applicable

                
	 
      	
                  (c)(1)

                	
                  10.4

                
	 
      	
                  (c)(2)

                	
                  10.4

                
	 
      	
                  (c)(3)

                	
                  Not
      Applicable

                
	 
      	
                  (d)

                	
                  Not
      Applicable

                
	 
      	
                  (e)

                	
                  10.5

                
	 
      	
                  (f)

                	
                  Not
      Applicable

                
	 
      	 
      	 
      
	
                  Section
      315

                	
                  (a)

                	
                  7.1

                
	 
      	
                  (b)

                	
                  7.5

                
	 
      	
                  (c)

                	
                  7.1

                
	 
      	
                  (d)

                	
                  7.1

                
	 
      	
                  (e)

                	
                  6.14

                
	
                  Section
      316

                	 
      	 
      
	 
      	
                  (a)

                	
                  2.10

                
	 
      	
                  (a)(1)(A)

                	
                  6.12

                
	 
      	
                  (a)(1)(B)

                	
                  6.13

                
	 
      	
                  (a)(2)

                	
                  Not
      Applicable

                
	 
      	
                  (b)

                	
                  6.8

                
	 
      	 
      	 
      
	
                  Section
      317

                	
                  (a)(1)

                	
                  6.3

                
	 
      	
                  (a)(2)

                	
                  6.4

                
	 
      	
                  (b)

                	
                  2.6

                
	 
      	 
      	 
      
	
                  Section
      318

                	
                  (a)

                	
                  10.1

                


        

      

    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    INDENTURE

     

    Indenture dated as of __________ __,
20__, between Rosetta Genomics Ltd., a corporation existing under the laws of
Israel (the “Company”), and ________________________(“Trustee”).

     

    WITNESSETH

     

    WHEREAS, the Company has duly
authorized the issuance, execution and delivery, from time to time, of its
unsecured debentures, notes or other evidences of indebtedness (hereinafter
referred to as the “Securities”), without limit as to principal amount, issuable
in one or more Series (as hereinafter defined), the amount and terms of each
such Series to be determined as hereinafter provided; and, to provide the terms
and conditions upon which the Securities are to be authenticated, issued and
delivered, the Company has duly authorized the execution of this
Indenture;

     

    WHEREAS, all things necessary to make
this Indenture a valid indenture and agreement according to its terms have been
done;

     

    NOW, THEREFORE:

     

    In consideration of the premises and
the purchases of the Securities by the holders thereof, the Company and the
Trustee mutually covenant and agree for the equal and proportionate benefit of
the respective holders from time to time of the Securities as
follows:

     

    ARTICLE
I

    DEFINITIONS
AND INCORPORATION BY REFERENCE

     

    Section
1.1             Definitions.

     

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

     

    “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.  For the purposes of this definition, “control” (including,
with correlative meanings, the terms “controlled by” and “under common control
with”), as used with respect to any person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
or policies of such person, whether through the ownership of voting securities
or by agreement or otherwise.

     

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

     

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

     

    “Bearer” means anyone in possession
from time to time of a Bearer Security.

     

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

     

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

     

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


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    “Business Day” means, unless otherwise
provided by Board Resolution, Officers' Certificate or supplemental indenture
hereto for a particular Series, any day except a Saturday, Sunday or a legal
holiday in the City of New York on which banking institutions are authorized or
required by law, regulation or executive order to close.

     

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

     

    “Company Order” means a written order
signed in the name of the Company by two Officers, one of whom must be the
Company's chief executive officer, chief financial officer or principal
accounting officer.

     

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

     

    “Corporate Trust Office” means the
office of the Trustee located in _____________, or such other office as may be
designated by the Trustee to the Company in writing.

     

    “Debt” of any person as of any date
means, without duplication, all obligations of such person in respect of
borrowed money, including all interest, fees and expenses owed in respect
thereto (whether or not the recourse of the lender is to the whole of the assets
of such person or only to a portion thereof), or evidenced by bonds, notes,
debentures or similar instruments.

     

    “Default” means any event which is, or
after notice or passage of time would be, an Event of Default.

     

    “Depository” means, with respect to the
Securities of any Series issuable or issued in whole or in part in the form of
one or more Global Securities, the person designated as Depository for such
Series by the Company, which Depository shall be a clearing agency registered
under the Exchange Act; and if at any time there is more than one such person,
“Depository” as used with respect to the Securities of any Series shall mean the
Depository with respect to the Securities of such Series.

     

    “Discount Security” means any Security
that provides for an amount less than the stated principal amount thereof to be
due and payable upon declaration of acceleration of the maturity thereof
pursuant to Section 6.2.

     

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

     

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

     

    “Global Security” or “Global
Securities” means a Security or Securities, as the case may be, in the form
established pursuant to Section 2.2 evidencing all or part of a Series of
Securities, issued to the Depository for such Series or its nominee, and
registered in the name of such Depository or nominee.

     

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

     

    “Indenture” means this Indenture as
amended from time to time and shall include the form and terms of particular
Series of Securities established as contemplated hereunder.

     

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

     

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

     

    “Officer” means the Chairman of the
Board, any President, any Vice-President, the Chief Financial Officer, the
Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of
the Company.

     

    “Officers' Certificate” means a
certificate signed by two Officers, one of whom must be the Company's principal
executive officer, principal financial officer or principal accounting
officer.

     

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


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


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

     

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

     

    “Responsible Officer” means any officer
of the Trustee in its Corporate Trust Office and also means, with respect to a
particular corporate trust matter, any other officer to whom any corporate trust
matter is referred because of his or her knowledge of and familiarity with a
particular subject.

     

    “SEC” means the Securities and Exchange
Commission.

     

    “Securities” has the meaning given such
item in the preamble hereto.

     

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

     

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

     

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

     

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

     

    “Subsidiary” of any specified person
means any corporation or company of which at least a majority of the outstanding
stock or shares having by the terms thereof ordinary voting power for the
election of directors of such corporation or company (irrespective of whether or
not at the time stock or shares of any other class or classes of such
corporation or company shall have or might have voting power by reason of the
happening of any contingency) is at the time directly or indirectly owned by
such person, or by one or more other Subsidiaries, or by such person and one or
more other Subsidiaries.

     

    “TIA” means the Trust Indenture Act of
1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this
Indenture; provided, however, that in the event the Trust Indenture Act of 1939
is amended after such date, “TIA” means, to the extent required by any such
amendment, the Trust Indenture Act as so amended.

     

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

     

    Section
1.2             Definitions.

     

    DEFINED
IN

     

    
      
        
          	
                  TERM

                	
                  SECTION

                
	
                  “Bankruptcy
      Law”

                	
                  6.1

                
	
                  “Custodian”

                	
                  6.1

                
	
                  “Government
      Obligations”

                	
                  8.3

                
	
                  “Legal
      Holiday”

                	
                  10.7

                
	
                  “mandatory
      sinking fund payment”

                	
                  11.1

                
	
                  “optional
      sinking fund payment”

                	
                  11.1

                
	
                  “Paying
      Agent”

                	
                  2.5

                
	
                  “Registrar”

                	
                  2.5

                
	
                  “Service
      Agent”

                	
                  2.5

                
	
                  “successor
      person”

                	
                  5.1

                


        

      

    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    Section
1.3             Incorporation
by Reference of Trust Indenture Act.

     

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

     

    “Commission” means the
SEC.

     

    “indenture securities” means the
Securities.

     

    “indenture security holder” means a
Securityholder.

     

    “indenture to be qualified” means this
Indenture.

     

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

     

    “obligor” on the indenture securities
means the Company and any successor obligor upon the Securities.

     

    All other terms used in this Indenture
that are defined by the TIA, defined by TIA reference to another statute or
defined by SEC rule under the TIA and not otherwise defined herein are used
herein as so defined.

     

    Section
1.4             Rules
of Construction.

     

    Unless the context otherwise
requires:

     

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

     

    (b)           an
accounting term not otherwise defined has the meaning assigned to it in
accordance with generally accepted accounting principles;

     

    (c)           
“or” is not exclusive;

     

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

     

    (e)           provisions
apply to successive events and transactions.

     

    ARTICLE
II

    SECURITIES

     

    Section
2.1             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.  All Securities of a Series shall be identical except as may
be set forth in a Board Resolution, a supplemental indenture or an Officers'
Certificate detailing the adoption of the terms thereof pursuant to the
authority granted under a Board Resolution.  In the case of Securities
of a Series to be issued from time to time, the Board Resolution, Officers'
Certificate or supplemental indenture may provide for the method by which
specified terms (such as interest rate, maturity date, record date or date from
which interest shall accrue) are to be determined.  Securities may
differ between Series in respect of any matters, provided that all Series of
Securities shall be equally and ratably entitled to the benefits of the
Indenture.

     

    Section
2.2             Establishment
of Terms of Series of Securities.

     

    At or prior to the issuance of any
Securities within a Series, the following shall be established (as to the Series
generally, in the case of subparagraph 2.2.1 and either as to such Securities
within the Series or as to the Series generally in the case of subparagraphs
2.2.2 through 2.2.22) by a Board Resolution, a supplemental indenture or an
Officers' Certificate pursuant to authority granted under a Board
Resolution:


    
      
         


      

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

     

    2.2.2        any
limit upon the aggregate principal amount of the Securities of the Series which
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the Series pursuant to Section 2.8, 2.9,
2.10, 3.6 or 9.5);

     

    2.2.3        the
forms of the Securities of the Series in bearer or fully-registered form,
whether any Securities of the Series may be represented initially by a Security
in temporary or permanent global form and, if so, the initial Depository with
respect to any such temporary or permanent global Security and, as applicable,
whether and the circumstances under which beneficial owners of interests in any
such temporary or permanent global Security may exchange such interests for
Securities of such Series and of like tenor of any authorized form and
denomination, and any other terms required for the establishment of a Series of
Securities in bearer form, including, but not limited to, tax compliance
procedures;

     

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

     

    2.2.5        the
person to whom any interest on any Security of the Series issued in
fully-registered form shall be payable, if other than the person in whose name
that Security is registered at the close of business on the regular record date
for such interest, and the manner in which, the person to whom, any interest on
any Security of the Series issued in bearer form shall be payable, if otherwise
than upon presentation and surrender of the coupons appertaining thereto as they
severally mature, and the extent to which, or the manner in which (including any
certification requirement and other terms and conditions under which), any
interest payable on a temporary or permanent global Security on an interest
payment date will be paid if other than as described herein;

     

    2.2.6        the
date or dates on which the principal of the Securities of the Series is payable
or the method or methods, if any, used to determine those dates;

     

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

     

    2.2.8        the
place or places where and the manner in which the principal of and interest, if
any, on the Securities of the Series shall be payable, any Securities of the
Series issued as Registered Securities may be surrendered for registration of
transfer, Securities of the Series may be surrendered for exchange and notices
and demands to or upon the Company in respect of the Securities of the Series
and this Indenture may be served;

     

    2.2.9        if
applicable, the period or periods within which, the price or prices at which and
the terms and conditions upon which the Securities of the Series may be
redeemed, in whole or in part, at the option of the Company;

     

    2.2.10      the
obligation, if any, of the Company to redeem or purchase the Securities of the
Series pursuant to any sinking fund or analogous provisions or at the option of
a Holder thereof, the conditions, if any, giving rise to such obligation, and
the period or periods within which, the price or prices at which and the terms
and conditions upon which Securities of the Series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation, and, if applicable,
any provisions for the remarketing of such Securities;

     

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

     

    2.2.12      the
currency or currencies, including composite currencies, in which payment of the
principal of or interest on the Securities of the Series shall be payable if
other than the currency of the United States, and if so, whether the Securities
of the Series may be satisfied and discharged other than as provided in Article
VIII;

     

    2.2.13      if
the amount of payments of principal of or interest on the Securities of the
Series is to be determined with reference to an index, formula or other method,
or based on a coin or currency other than that in which the Securities of the
Series are stated to be payable, the manner in which such amounts shall be
determined and the calculation agent, if any, with respect thereto;

     


    
      
         


      

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

     

    2.2.15      if
the Holders of Securities of the Series may convert or exchange the Securities
into or for securities of the Company or other property, the period or periods
within which, the rate or rates at which and the terms and conditions upon which
Securities of the Series may be converted or exchanged, in whole or in
part;

     

    2.2.16      any
terms applicable to Discount Securities of the Series, if any, including the
issue price thereof and the rate or rates at which the original issue discount
will accrue;

     

    2.2.17      whether
the Securities of the Series, in whole or any specified part, shall not be
defeasible pursuant to Section 8.3 or Section 8.4 or both such Sections and, if
other than by an Officer's Certificate, the manner in which any election by the
Company to defease such Securities shall be evidenced;

     

    2.2.18      the
provisions, if any, relating to any security provided for the Securities of the
Series;

     

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

     

    2.2.20      any
addition to or change in the covenants set forth in Articles IV or V which
applies to Securities of the Series;

     

    2.2.21      any
other terms of the Securities of the Series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 9.1, but which may modify or delete any provision of this Indenture
insofar as it applies to such Series); and

     

    2.2.22      any
depositories, interest rate calculation agents, exchange rate calculation agents
or other agents with respect to Securities of such Series if other than those
appointed herein.

     

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

     

    Section
2.3             Authentication
and Delivery of Securities.

     

    At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver any Series
of Securities executed by the Company to the Trustee for authentication by it,
and the Trustee shall thereupon authenticate and deliver said Securities to or
upon a Company Order, without any further corporate action by the
Company.  If the form or terms of such Series of Securities have been
established in or pursuant to one or more Board Resolutions or a supplemental
indenture as permitted by this Section 2.3 and Section 2.2, in authenticating
such Securities and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive, and (subject to Section 7.1) shall be fully protected in relying
upon:

     

    (1)           each
Board Resolution relating to such Series of Securities;

     

    (2)           an
executed supplemental indenture, if any, relating to such series of
Securities;

     

    (3)           an
Officers' Certificate setting forth the form and terms of the Securities,
stating that the form and terms of the Securities have been established pursuant
to Section 2.2 and subparagraph 2.4.3 and comply with this Indenture, and
covering such other matters as the Trustee may reasonably request;

     

    (4)           an
Opinion of Counsel to the effect that:

     

    (a)           if
the form of such Securities has been established by or pursuant to resolutions
of the Board of Directors of the Company as permitted by subparagraph 2.4.3 that
such form has been established in conformity with the provisions of this
Indenture;

     

    (b)           if
the terms of such Securities have been established by or pursuant to Board
Resolutions as permitted by Section 2.1, that such terms have been established
in conformity with the provisions of this Indenture;

     


    
      
         


      

      
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    (c)           that
such Securities, when authenticated and delivered by the Trustee and executed
and issued by the Company in the manner and subject to any conditions specified
in such Opinion of Counsel, will be valid and binding obligations of the
Company, except as any rights thereunder may be limited by bankruptcy,
insolvency and other similar laws affecting the enforcement of creditor's rights
generally and by general equity principles;

     

    (d)           that
all laws and requirements in respect of the execution and delivery by the
Company of such Securities have been complied with and that authentication and
delivery of the Securities by the Trustee will not violate the terms of this
Indenture; and

     

    (e)           covering
such other matters as the Trustee may reasonably request.

     

    Each Registered Security shall be dated
the date of its authentication.  Any Series of Bearer Securities shall
be dated as provided in the Board Resolution or the provisions of the
supplemental indenture creating such Series.

     

    Section
2.4             Execution
of Securities; Trustee's Certificate of Authentication; Form of
Securities.

     

    2.4.1        Two
Officers shall sign the Securities for the Company by manual or facsimile
signature.  If an Officer whose signature is on a Security no longer
holds that office at the time the Security is authenticated, the Security shall
nevertheless be valid.

     

    2.4.2        Only
such Securities bearing a certificate of authentication executed by the Trustee
by the manual signature of one of its Responsible Officers, shall be entitled to
the benefits of this Indenture or be valid or obligatory for any
purpose.  Such certificate by the Trustee upon any Security executed
by the Company shall be conclusive evidence that the Security so authenticated
has been duly authenticated and delivered hereunder and that the Holder is
entitled to the benefits of this Indenture.

     

    The Trustee shall have the right to
decline to authenticate and deliver any Securities of such Series: (a) if the
Trustee, being advised by counsel, determines that such action may not lawfully
be taken; or (b) if the Trustee in good faith shall determine that such action
would expose the Trustee to personal liability to Holders of any then
outstanding Series of Securities.

     

    The Trustee may appoint an
authenticating agent acceptable to the Company to authenticate
Securities.  An authenticating agent may authenticate Securities
whenever the Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such
agent.  An authenticating agent has the same rights as an Agent to
deal with the Company or an Affiliate.

     

    2.4.3        The
Securities of each series shall be substantially of the tenor and purport as
shall be authorized by a Board Resolution or in an indenture or 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
or designation and such legends or endorsements thereon as the Board of
Directors of the Company may deem appropriate and as are not inconsistent with
the provisions of this Indenture, or as may be required to comply with any law
or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which the Securities may be listed, or to
conform to usage.

     

    The definitive Securities may be
printed, lithographed or fully or partly engraved or produced in any other
manner, all as determined by the officers executing such Securities, as
evidenced by their executions thereof.

     

    Section
2.5             Registrar
and Paying Agent.

     

    The Company shall maintain, with
respect to each Series of Securities, an office or agency where Securities of
such Series may be presented or surrendered for payment (“Paying Agent”), where
Securities of such Series may be surrendered for registration of transfer or
exchange (“Registrar”) and where notices and demands to or upon the Company in
respect of the Securities of such Series and this Indenture may be served
(“Service Agent”).  The Registrar shall keep a register with respect
to each Series of Securities and to their transfer and exchange.  The
Corporate Trust Office of the Trustee shall be such office or agency for all of
the aforesaid purposes unless the Company shall maintain some other office or
agency for such purposes and The Company will give prompt written notice to the
Trustee of the name and address, and any change in the name or address, of each
Registrar, Paying Agent or Service Agent.  If at any time the Company
shall fail to maintain any such required Registrar, Paying Agent or Service
Agent or shall fail to furnish the Trustee with the name and address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.


    
      
         


      

      
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    The Company may also from time to time
designate one or more co-registrars, additional paying agents or additional
service agents and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligations to maintain a Registrar, Paying Agent and Service
Agent in each place so specified pursuant to Section 2.2 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
name or address of any such co-registrar, additional paying agent or additional
service agent.  The term “Registrar” includes any co-registrar; the
term “Paying Agent” includes any additional paying agent; and the term “Service
Agent” includes any additional service agent.

     

    The Company hereby appoints the Trustee
the initial Registrar, Paying Agent and Service Agent for each Series unless
another Registrar, Paying Agent or Service Agent, as the case may be, is
appointed prior to the time Securities of that Series are first
issued.

     

    Section
2.6             Paying
Agent to Hold Money in Trust.

     

    The Company shall require each Paying
Agent other than the Trustee to agree in writing that the Paying Agent will hold
in trust, for the benefit of Securityholders of any Series of Securities, or the
Trustee, all money held by the Paying Agent for the payment of principal of or
interest on the Series of Securities, and will notify the Trustee of any default
by the Company in making any such payment. While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee.
The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee.  Upon payment over to the Trustee, the Paying Agent
(if other than the Company or a Subsidiary) shall have no further liability for
the money.  If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of
Securityholders of any Series of Securities all money held by it as Paying
Agent.

     

    Section
2.7             Securityholder
Lists.

     

    The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders of each Series of Securities and
shall otherwise comply with TIA Section 312(a). If the Trustee is not the
Registrar, the Company shall furnish to the Trustee at least ten days before
each interest payment date and at such other times as the Trustee may request in
writing a list, in such form and as of such date as the Trustee may reasonably
require, of the names and addresses of Securityholders of each Series of
Securities.

     

    Section
2.8             Transfer
and Exchange.

     

    Upon surrender for registration of
transfer of any Security at the office or agency of the Company designated for
such purposes, 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 any authorized denomination or denominations of a like
aggregate principal amount and tenor. No service charge shall be made for any
registration of transfer or exchange (except as otherwise expressly permitted
herein), but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to Sections 2.12, 3.6 or 9.5) .

     

    At the option of the Holder, Registered
Securities of any Series may be exchanged for other Registered Securities of the
same Series of any authorized denomination or denominations, of a like aggregate
principal amount and tenor, 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 which the Holder making the exchange is entitled to receive. Bearer
Securities may not be issued in exchange for Registered Securities.

     

    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 Registered Security presented or
surrendered for registration of transfer or exchange shall be duly endorsed, or
be accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar duly executed, by the Holder thereof or his attorney
duly authorized in writing.

     

    Neither the Company nor the Registrar
shall be required (a) to issue, register the transfer of, or exchange Securities
of any Series for the period beginning at the opening of business 15 days
immediately preceding the mailing of a notice of redemption of Securities of
that Series selected for redemption and ending at the close of business on the
day of such mailing, or (b) to register the transfer of or exchange Securities
of any Series selected, called or being called for redemption as a whole or the
portion being redeemed of any such Securities selected, called or being called
for redemption in part.


    
      
         


      

      
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    Section
2.9             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 upon
its request the Trustee shall authenticate and make available for delivery, 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.

     

    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 2.9, 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
2.10           Outstanding
Securities.

     

    The Securities outstanding at any time
are all the Securities authenticated by the Trustee except for those canceled by
it, those delivered to it for cancellation, those reductions in the interest on
a Global Security effected by the Trustee in accordance with the provisions
hereof and those described in this Section as not outstanding.

     

    If a Security is replaced pursuant to
Section 2.9, it ceases to be outstanding until the Trustee receives proof
satisfactory to it that the replaced Security is held by a bona fide
purchaser.

     

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

     

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

     

    In determining whether the Holders of
the requisite principal amount of outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, the
principal amount of a Discount Security that shall be deemed to be outstanding
for such purposes shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon a declaration of
acceleration of the Maturity thereof pursuant to Section 6.2.

     

    Section
2.11           Treasury
Securities.

     

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


    
      
         


      

      
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    Section
2.12           Temporary
Securities.

     

    Until definitive Securities are ready
for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities upon a Company Order.  Temporary Securities shall
be substantially in the form of definitive Securities but may have variations
that the Company considers appropriate for temporary
Securities.  Without unreasonable delay, the Company shall prepare and
the Trustee upon request shall authenticate definitive Securities of the same
Series and date of maturity in exchange for temporary
Securities.  Until so exchanged, temporary Securities shall have the
same rights under this Indenture as the definitive Securities.

     

    Section
2.13           Cancellation.

     

    The Company at any time may deliver
Securities to the Trustee for cancellation.  The Registrar and the
Paying Agent shall forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange or payment.  The Trustee shall
cancel all Securities surrendered for transfer, exchange, payment, replacement
or cancellation and shall destroy such canceled Securities (subject to the
record retention requirement of the Exchange Act) and deliver a certificate of
such destruction to the Company, unless the Company otherwise
directs.  The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for
cancellation.

     

    Section
2.14           Defaulted
Interest.

     

    Unless the terms of a Series of
Securities adopted pursuant to Section 2.2 shall provide otherwise, if the
Company defaults in a payment of interest on a Series of Securities, it shall
pay the defaulted interest, plus, to the extent permitted by law, any interest
payable on the defaulted interest, to the persons who are Securityholders of the
Series on a subsequent special record date. The Company shall fix the record
date and payment date.  At least 30 days before the record date, the
Company shall mail to the Trustee and to each Securityholder of the Series a
notice that states the record date, the payment date and the amount of interest
to be paid. The Company may pay defaulted interest in any other lawful
manner.

     

    Section
2.15           Global
Securities.

     

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

     

    2.15.2      Transfer
and Exchange.  Notwithstanding any provisions to the contrary
contained in Section 2.8 of the Indenture and in addition thereto, any Global
Security shall be exchangeable pursuant to Section 2.8 of the Indenture for
Securities registered in the names of Holders other than the Depository for such
Security or its nominee only if (i) such Depository notifies the Company that it
is unwilling or unable to continue as Depository for such Global Security or if
at any time such Depository ceases to be a clearing agency registered under the
Exchange Act, and, in either case, the Company fails to appoint a successor
Depository within 90 days of such event, (ii) the Company executes and delivers
to the Trustee an Officers' Certificate to the effect that such Global Security
shall be so exchangeable or (iii) an Event of Default with respect to the
Securities represented by such Global Security shall have happened and be
continuing.  Any Global Security that is exchangeable pursuant to the
preceding sentence shall be exchangeable for Securities registered in such names
as the Depository shall direct in writing in an aggregate principal amount equal
to the principal amount of the Global Security with like tenor and
terms.

     

    Except as provided in this Section
2.15.2, a Global Security may not be transferred except as a whole by the
Depository with respect to such Global Security to a nominee of such Depository,
by a nominee of such Depository to such Depository or another nominee of such
Depository or by the Depository or any such nominee to a successor Depository or
a nominee of such a successor Depository.

     

    2.15.3      Legend.  Any
Global Security issued hereunder shall bear a legend in substantially the
following form:

     

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


    
      
         


      

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

     

    2.15.5      Payments.  Notwithstanding
the other provisions of this Indenture, unless otherwise specified as
contemplated by Section 2.2, payment of the principal of and interest, if any,
on any Global Security shall be made to the Holder thereof.

     

    2.15.6      Consents,
Declaration and Directions.  Except as provided in subparagraph
2.15.5, the Company, the Trustee and any Agent shall treat a person as the
Holder of such principal amount of outstanding Securities of such Series
represented by a Global Security as shall be specified in a written statement of
the Depository with respect to such Global Security, for purposes of obtaining
any consents, declarations, waivers or directions required to be given by the
Holders pursuant to this Indenture.

     

    Section
2.16           CUSIP
Numbers.

     

    The Company in issuing the Securities
may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee
shall use “CUSIP” numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
elements of identification printed on the Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers.

     

    ARTICLE
III

    REDEMPTION

     

    Section
3.1             Notice
to Trustee.

     

    The Company may, with respect to any
Series of Securities, reserve the right to redeem and pay the Series of
Securities or may covenant to redeem and pay the Series of Securities or any
part thereof prior to the Stated Maturity thereof at such time and on such terms
as provided for in such Securities.  If a Series of Securities is
redeemable and the Company wants or is obligated to redeem prior to the Stated
Maturity thereof all or part of the Series of Securities pursuant to the terms
of such Securities, it shall notify the Trustee of the redemption date and the
principal amount of Series of Securities to be redeemed.  The Company
shall give the notice at least 45 days before the redemption date (or such
shorter notice as may be acceptable to the Trustee).

     

    Section
3.2             Selection
of Securities to be Redeemed.

     

    Unless otherwise indicated for a
particular Series by a Board Resolution, a supplemental indenture or an
Officers' Certificate, if less than all the Securities of a Series are to be
redeemed, the Trustee shall select the Securities of the Series to be redeemed
by lot or in any other manner that the Trustee deems fair and
appropriate.  The Trustee shall make the selection from Securities of
the Series outstanding not previously called for redemption.  The
Trustee may select for redemption portions of the principal of Securities of the
Series that have denominations larger than $1,000. Securities of the Series and
portions of them it selects shall be in amounts of $1,000 or whole multiples of
$1,000 or, with respect to Securities of any Series issuable in other
denominations pursuant to Section 2.2.11, the minimum principal denomination for
each Series and integral multiples thereof. Provisions of this Indenture that
apply to Securities of a Series called for redemption also apply to portions of
Securities of that Series called for redemption.

     

    Section
3.3             Notice
of Redemption.

     

    Unless otherwise indicated for a
particular Series by Board Resolution, a supplemental indenture hereto or an
Officers' Certificate, at least 30 days but not more than 60 days before a
redemption date, the Company shall mail a notice of redemption by first-class
mail to each Holder whose Securities are to be redeemed and if any Bearer
Securities are outstanding, publish on one occasion a notice in an Authorized
Newspaper.

     

    The notice shall identify the
Securities of the Series to be redeemed and shall state:

     

    (a)           the
redemption date;

     

    (b)           the
redemption price;

     

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


    
      
         


      

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

     

    (e)           that
interest on Securities of the Series called for redemption ceases to accrue on
and after the redemption date; and

     

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

     

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

     

    Section
3.4             Effect
of Notice of Redemption.

     

    Once notice of redemption is mailed or
published as provided in Section 3.3, Securities of a Series called for
redemption become due and payable on the redemption date and at the redemption
price. A notice of redemption may not be conditional. Upon surrender to the
Paying Agent, such Securities shall be paid at the redemption price plus accrued
interest to the redemption date.

     

    Section
3.5             Deposit
of Redemption Price.

     

    On or before the redemption date, the
Company shall deposit with the Paying Agent money sufficient to pay the
redemption price of and accrued interest, if any, on all Securities to be
redeemed on that date.

     

    Section
3.6             Securities
Redeemed in Part.

     

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

     

    ARTICLE
IV

    COVENANTS

     

    Section
4.1             Payment
of Principal and Interest.

     

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

     

    Section
4.2             SEC
Reports.

     

    The Company shall deliver to the
Trustee within 15 days after it files them with the SEC, copies of the annual
reports and of the information, documents, and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. The Company also shall comply with the
other provisions of TIA Section 314(a).

     

    Section
4.3             Compliance
Certificate.

     

    The Company shall deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company, an
Officers' Certificate stating that a review of the activities of the Company and
its Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his knowledge the Company has kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and
is not in default in the performance or observance of any of the terms,
provisions and conditions hereof (or, if a Default or Event of Default shall
have occurred, describing all such Defaults or Events of Default of which he may
have knowledge).

     

    The Company will, so long as any of the
Securities are outstanding, deliver to the Trustee, forthwith upon becoming
aware of any Default or Event of Default, an Officers' Certificate specifying
such Default or Event of Default and what action the Company is taking or
proposes to take with respect thereto.


    
      
         


      

      
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    Section
4.4             Stay,
Extension and Usury Laws.

     

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

     

    Section
4.5             Corporate
Existence.

     

    Subject to Article V, the Company will
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence and the corporate, partnership or other
existence of each Significant Subsidiary in accordance with the respective
organizational documents of each Significant Subsidiary and the rights (charter
and statutory), licenses and franchises of the Company and its Significant
Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any Significant Subsidiary, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries taken as a whole and that the
loss thereof is not adverse in any material respect to the Holders.

     

    ARTICLE
V

    SUCCESSORS

     

    Section
5.1             When
Company May Merge, Etc.

     

    The Company shall not consolidate with
or merge with or into any other person or convey, transfer or lease its
properties and assets substantially as an entirety to any person,
unless:

     

    (a)           either
(1) the Company shall be the continuing corporation or (2) the person (if other
than the Company) formed by such consolidation or into which the Company is
merged or the person which acquires by conveyance, transfer or lease the
properties and assets of the Company substantially as an entirety (i) shall be a
corporation, partnership, limited liability company, trust or other entity
organized and validly existing under the laws of the United States or any state
thereof or the District of Columbia and (ii) shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all of the obligations of the Company under the
Securities and this Indenture;

     

    (b)           immediately
after giving effect to the transaction, no Default or Event of Default shall
have occurred and be continuing; and

     

    (c)           the
Company shall have delivered to the Trustee an Officer's 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 satisfied.

     

    Section
5.2             Successor
Corporation Substituted.

     

    Upon any consolidation or merger, or
any sale, lease, conveyance or other disposition of the properties and assets
substantially as an entirety of the Company in accordance with Section 5.1, the
successor person formed by any such consolidation or into which the Company is
merged or the successor person 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 had been named as the Company herein; and thereafter, except in the
case of a lease of its properties and assets substantially as an entirety, the
Company shall be discharged from all obligations and covenants under this
Indenture and the Securities.


    
      
         


      

      
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    ARTICLE
VI

    DEFAULTS
AND REMEDIES

     

    Section
6.1             Events
of Default.

     

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

     

    (a)           the
Company defaults in (i) the payment of the principal of any Security of such
Series at its Maturity or (ii) the payment of any interest on any Security of
that Series when it becomes due and payable, and continuance of such default for
a period of 30 days (unless the entire amount of such payment is deposited by
the Company with the Trustee or with a Paying Agent prior to the expiration of
such period of 30 days);

     

    (b)           the
Company fails to comply with any of its agreements in the Securities or this
Indenture (other than those referred to in clause (a) above and other than a
covenant or warranty a default in whose performance or whose breach is elsewhere
in this Section specifically deal with or which has been expressly included in
this Indenture solely for the benefit of a Series of Securities other than such
Series) and such failure continues for 60 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;

     

    (c)           the
Company pursuant to or within the meaning of any Bankruptcy Law:

     

    
      	
               
      

            	
               
      (i)

            	
              commences
      a voluntary case,

            


    

     

    
      	
               
      

            	
               
      (ii)

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

            


    

     

    
      	
               
      

            	
               
      (iii)

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

            


    

     

    
      	
               
      

            	
               
      (iv)

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

            


    

     

    
      	
               
      

            	
               
      (v)

            	
              generally
      is unable to pay its debts as the same become due;
  or

            


    

     

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

     

    
      	
               
      

            	
               
      (i)

            	
              is
      for relief against the Company in an involuntary
  case,

            


    

     

    
      	
               
      

            	
               
      (ii)

            	
              appoints
      a Custodian of the Company for all or substantially all of its property,
      or

            


    

     

    
      	
               
      

            	
               
      (iii)

            	
              orders
      the liquidation of the Company or any of its Significant Subsidiaries, and
      the order or decree remains unstayed and in effect for 60 days;
      or

            


    

     

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

     

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

     

    Section
6.2             Acceleration
of Maturity; Rescission and Annulment.

     

    If an Event of Default with respect to
Securities of any Series at the time outstanding occurs and is continuing (other
than an Event of Default referred to in Section 6.1(c) or (d)) 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 (or,
if any Securities of that Series are Discount Securities, such portion of the
principal amount as may be specified in the terms of such Securities) of and
accrued and unpaid interest, if any, on all of the Securities of that Series to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) and accrued and unpaid interest, if any, shall
become immediately due and payable.  If an Event of Default specified
in Section 6.1(c) or (d) shall occur, the principal amount (or specified amount)
of and accrued and unpaid interest, if any, on all outstanding Securities shall
ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.


    
      
         


      

      
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    At any time after such a declaration of
acceleration with respect to 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 VI 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:

     

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

     

    
      	
               
      

            	
               
      (i)

            	
              all
      overdue interest, if any, on all Securities of that
  Series,

            


    

     

    
      	
               
      

            	
               
      (ii)

            	
              the
      principal of any Securities of that Series which have become due otherwise
      than by such declaration of acceleration and interest thereon at the rate
      or rates prescribed therefor in such
Securities,

            


    

     

    
      	
               
      

            	
               
      (iii)

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

            


    

     

    
      	
               
      

            	
               
      (iv)

            	
              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

            


    

     

    (b)           all
Events of Default with respect to Securities of that Series, other than the
non-payment of the principal of Securities of that Series which have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 6.13.

     

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

     

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

     

    The Company covenants that
if

     

    (a)           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

     

    (b)           default
is made in the payment of principal of any Security at the Maturity thereof,
or

     

    (c)           default
is made in the deposit of any sinking fund payment when and as due by the terms
of a Security, then, 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 interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal or 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 the Company fails to pay such
amounts forthwith upon such demand, the Trustee, in its own name and as trustee
of an express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid, may prosecute such proceeding to judgment or final
decree and may enforce the same against the Company or any other obligor upon
such Securities and collect the moneys adjudged or deemed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon such Securities, wherever situated.

     

    If an Event of Default with respect to
any 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
6.4             Trustee
May File Proofs of Claim.

     

    In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to the Company or
any other obligor upon the Securities or the property of the Company or of such
other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise,


    
      
         


      

      
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    (a)           to
file and prove a claim for the whole amount of principal and interest owing and
unpaid in respect of the Securities and to file such other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and of the Holders allowed
in such judicial proceeding, and

     

    (b)           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 7.7.

     

    Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any 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.

     

    Section
6.5             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.

     

    Section
6.6             Application
of Money Collected.

     

    Any money collected by the Trustee
pursuant to this Article VI 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 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 7.7; and

     

    Second:  To the payment of
the amounts then due and unpaid for principal of 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 interest, respectively;
and

     

    Third:  To the
Company.

     

    Section
6.7             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

     

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

     

    (b)           the
Holders of not less than 25% in 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;

     

    (c)           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;

     

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


    
      
         


      

      
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    (e)           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; 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 such Holders.

     

    Section
6.8             Unconditional
Right of Holders to Receive Principal and Interest.

     

    Notwithstanding any other provision in
this Indenture, the right, which is absolute and unconditional, of any Holder of
any Security to receive payment of the principal of and interest on such
Security on the Stated Maturity or Maturities expressed in such Security (or in
the case of redemption, on the redemption date) held by such Holder, on or after
the respective due dates expressed in the Securities or any redemption date, or
to bring suit for the enforcement of any such payment on or after the respective
dates, shall not be impaired or affected adversely without the consent of each
such Holder.

     

    Section
6.9             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
6.10           Rights and
Remedies Cumulative.

     

    Except as otherwise provided with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities in Section 2.9, 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
6.11           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 VI 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 or by the Holders, as the case may be.

     

    Section
6.12           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.  However, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines in good faith is unduly prejudicial to
the rights of other Holders or would involve the Trustee in personal
liability.

     

    Section
6.13           Waiver of
Past Defaults.

     

    The Holders of a majority in aggregate
principal amount of the outstanding Securities of any Series, by notice to the
Trustee (and without notice to any other Holder), may on behalf of the Holders
of all of the Securities of such Series waive an existing Default with respect
to such Series and its consequences except that the consent of the Holders of
100% of the Securities of such Series shall be required to waive (a) an Event of
Default described in Section 6.1(a) with respect to such Series or (b) a Default
in respect of a provision that under Section 9.2 cannot be amended without the
consent of the Holder of each outstanding Security of the Series affected. When
a Default is waived, it is deemed cured, but no such waiver shall extend to any
subsequent or other Default or impair any consequent right.


    
      
         


      

      
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    Section
6.14           Undertaking
for Costs.

     

    All parties to this Indenture agree,
and each Holder of any Security by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section 6.14 shall not apply to
any suit instituted by the Company, to any suit instituted by the Trustee, to
any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the outstanding Securities of any Series,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of or interest on any Security on or after the Stated Maturity or
Stated Maturities expressed in such Security (or, in the case of redemption, on
the redemption date).

     

    ARTICLE
VII

    TRUSTEE

     

    Section
7.1             Duties
of Trustee.

     

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

     

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

     

    
      	
               
      

            	
               
      (i)

            	
              The
      Trustee need perform only those duties that are specifically set forth in
      this Indenture and no others. The permissive right of the Trustee to take
      or refrain from taking any action hereunder shall not be construed as a
      duty.

            


    

     

    
      	
               
      

            	
               
      (ii)

            	
              In
      the absence of bad faith on its part, the Trustee may conclusively rely,
      as to the truth of the statements and the correctness of the opinions
      expressed therein, upon Officers' Certificates or Opinions of Counsel
      furnished to the Trustee and conforming to the requirements of this
      Indenture; however, in the case of any such Officers' Certificates or
      Opinions of Counsel which by any provisions hereof are specifically
      required to be furnished to the Trustee, the Trustee shall examine such
      Officers' Certificates and Opinions of Counsel to determine whether or not
      they conform to the requirements of this
  Indenture.

            


    

     

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

     

    
      	
               
      

            	
               
      (i)

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

            


    

     

    
      	
               
      

            	
               
      (ii)

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

            


    

     

    
      	
               
      

            	
               
      (iii)

            	
              The
      Trustee shall not be liable with respect to any action taken, suffered or
      omitted to be taken by it with respect to Securities of any Series in good
      faith in accordance with the direction of the Holders of a majority in
      principal amount of the outstanding Securities of such Series relating to
      the time, method and place of conducting any proceeding for any remedy
      available to the Trustee, or exercising any trust or power conferred upon
      the Trustee, under this Indenture with respect to the Securities of such
      Series.

            


    

     

    (d)           Every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraph (a), (b) and (c) of this Section 7.1.

     

    (e)           The
Trustee may refuse to perform any duty or exercise any right or power unless it
receives indemnity satisfactory to it against any loss, liability or
expense.

     

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


    
      
         


      

      
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    (g)           No
provision of this Indenture shall require the Trustee to risk its own funds or
otherwise incur any financial liability in the performance of any of its duties,
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 is not reasonably assured to it.

     

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

     

    Section
7.2             Rights
of Trustee.

     

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

     

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

     

    (c)           The
Trustee may act through agents and shall not be responsible for the misconduct
or negligence of any agent appointed with due care.  No Depository
shall be deemed an agent of the Trustee and the Trustee shall not be responsible
for any act or omission by any Depository.

     

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

     

    (e)           The
Trustee may consult with counsel and the 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.

     

    (f)           The
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders
of Securities 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.

     

    Section
7.3             Individual
Rights of Trustee.

     

    The Trustee in its individual or any
other capacity may become the owner or pledgee of Securities and may otherwise
deal with the Company or an Affiliate with the same rights it would have if it
were not Trustee. Any Agent may do the same with like rights. The Trustee is
also subject to Sections 7.10 and 7.11.

     

    Section
7.4             Trustee's
Disclaimer.

     

    The Trustee shall not be responsible
for and makes no representation as to the validity or adequacy of this Indenture
or the Securities, it shall not be accountable for the Company's use of the
proceeds from the Securities and it shall not be responsible for any statement
or recital herein or any statement in the Securities or any other document in
connection with the sale of the Securities or pursuant to this Indenture other
than its authentication.

     

    Section
7.5             Notice
of Defaults.

     

    If a Default or Event of Default occurs
and is continuing with respect to the Securities of any Series and if it is
known to a Responsible Officer of the Trustee, the Trustee shall mail to each
Securityholder of the Securities of that Series and, if any Bearer Securities
are outstanding, publish on one occasion in an Authorized Newspaper, notice of a
Default or Event of Default within 90 days after it occurs or, if later, after a
Responsible Officer of the Trustee has knowledge of such Default or Event of
Default. Except in the case of a Default or Event of Default in payment of
principal of or interest on any Security of any Series, the Trustee may withhold
the notice if and so long as its corporate trust committee or a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of Securityholders of that Series.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    Section
7.6             Reports
by Trustee to Holders.

     

    Within 60 days after [date] in each
year, the Trustee shall transmit by mail to all Securityholders, as their names
and addresses appear on the register kept by the Registrar and, if any Bearer
Securities are outstanding, publish in an Authorized Newspaper, a brief report
dated as of such [date], in accordance with, and to the extent required under,
TIA Section 313.

     

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

     

    Section
7.7             Compensation
and Indemnity.

     

    The Company shall pay to the Trustee
from time to time reasonable compensation for its services. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses incurred by it. Such expenses shall include
the reasonable compensation and expenses of the Trustee's agents and
counsel.

     

    The Company shall indemnify the Trustee
(including the cost of defending itself) against any loss, liability or expense
incurred by it except as set forth in the next paragraph in the performance of
its duties under this Indenture as Trustee or Agent. The Trustee shall notify
the Company promptly of any claim for which it may seek
indemnity.  The Company shall defend the claim and the Trustee shall
cooperate in the defense.  The Trustee may have separate counsel and
the Company shall pay the reasonable fees and expenses of such
counsel.  The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.  This
indemnification shall apply to officers, directors, employees, shareholders and
agents of the Trustee.

     

    The Company need not reimburse any
expense or indemnify against any loss or liability determined by a court to have
been incurred by the Trustee or by any officer, director, employee, shareholder
or agent of the Trustee through negligence or bad faith.

     

    To secure the Company's payment
obligations in this Section 7.7, the Trustee shall have a lien prior to the
Securities of any Series on all money or property held or collected by the
Trustee, except that held in trust to pay principal and interest on particular
Securities of that Series.

     

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

     

    Section
7.8             Replacement
of Trustee.

     

    A resignation or removal of the Trustee
and appointment of a successor Trustee shall become effective only upon the
successor Trustee's acceptance of appointment as provided in this Section
7.8.

     

    The Trustee may resign with respect to
the Securities of one or more Series by so notifying the Company. The Holders of
a majority in principal amount of the Securities of any Series may remove the
Trustee with respect to that Series by so notifying the Trustee and the Company
in writing. The Company may remove the Trustee with respect to Securities of one
or more Series if:

     

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

     

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

     

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

     

    (d)           the
Trustee becomes incapable of acting.

     

    If the Trustee resigns or is removed or
if a vacancy exists in the office of Trustee for any reason, the Company shall
promptly appoint a successor Trustee.  Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount of
the then outstanding Securities may appoint a successor Trustee to replace the
successor Trustee appointed by the Company.

     

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


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


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

     

    A successor Trustee shall deliver a
written acceptance of its appointment to the retiring Trustee and to the
Company. Immediately after that, the retiring Trustee shall transfer all
property held by it as Trustee to the successor Trustee subject to the lien
provided for in Section 7.7, the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee with respect to each Series of Securities for
which it is acting as Trustee under this Indenture.  A successor
Trustee shall mail a notice of its succession to each Securityholder of each
such Series and, if any Bearer Securities are outstanding, publish such notice
on one occasion in an Authorized Newspaper.  Notwithstanding
replacement of the Trustee pursuant to this Section 7.8, the Company's
obligations under Section 7.7 hereof shall continue for the benefit of the
retiring trustee with respect to reasonable expenses and liabilities incurred by
it prior to such replacement.

     

    Section
7.9             Successor
Trustee by Merger, Etc.

     

    If the Trustee consolidates with,
merges or converts into, or transfers all or substantially all of its corporate
trust business to, another corporation, the successor corporation without any
further act shall be the successor Trustee.

     

    Section
7.10           Eligibility;
Disqualification.

     

    This Indenture shall always have a
Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and (5).
The Trustee shall always have a combined capital and surplus of at least
$25,000,000 as set forth in its most recent published annual report of
condition.  The Trustee shall comply with TIA Section
310(b).

     

    Section
7.11           Preferential
Collection of Claims Against Company.

     

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

     

    ARTICLE
VIII

    SATISFACTION
AND DISCHARGE; DEFEASANCE

     

    Section
8.1             Satisfaction
and Discharge of Indenture.

     

    This Indenture shall upon Company Order
cease to be of further effect (except as hereinafter provided in this Section
8.1), and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture,
when

     

    (a)           either

     

    
      	
               
      

            	
               
      (i)

            	
              all
      Securities theretofore authenticated and delivered (other than Securities
      that have been destroyed, lost or stolen and that have been replaced or
      paid) have been delivered to the Trustee for cancellation;
    or

            


    

     

    
      	
               
      

            	
               
      (ii)

            	
              all
      such Securities not theretofore delivered to the Trustee for cancellation
      pursuant to (i) above

            


    

     

    (1)           have
become due and payable, or

     

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

     

    (3)           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, or

     

    (4)           are
deemed paid and discharged pursuant to Section 8.3, as applicable; and the
Company, in the case of (1), (2) or (3) above, has deposited or caused to be
deposited with the Trustee in trust an amount, without reinvestment, which is
sufficient for the purpose of paying and discharging the entire indebtedness on
such Securities not theretofore delivered to the Trustee for cancellation, for
principal and interest to the date of such deposit (in the case of Securities
which have become due and payable on or prior to the date of such deposit) or to
the Stated Maturity or redemption date, as the case may be;


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


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

     

    (c)           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 7.7, and, if money shall have been deposited with the Trustee pursuant
to clause (a) of this Section, the provisions of Sections 2.5, 2.8, 2.9, 8.1,
8.2 and 8.5 shall survive.

     

    Section
8.2             Application
of Trust Funds; Indemnification.

     

    (a)           Subject
to the provisions of Section 8.5, all money deposited with the Trustee pursuant
to Section 8.1, all money and Government Obligations deposited with the Trustee
pursuant to Section 8.3 or 8.4 and all money received by the Trustee in respect
of Government Obligations deposited with the Trustee pursuant to Section 8.3 or
8.4, 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
interest for whose payment such money has been deposited with or received by the
Trustee or to make mandatory sinking fund payments or analogous payments as
contemplated by Sections 8.3 or 8.4.

     

    (b)           The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against Government Obligations deposited pursuant
to Sections 8.3 or 8.4 or the interest and principal received in respect of such
Government Obligations other than any payable by or on behalf of
Holders.

     

    (c)           The
Trustee shall deliver or pay to the Company from time to time upon Company
Request any Government Obligations or money held by it as provided in Sections
8.3 or 8.4 which, in the opinion of a nationally recognized firm of independent
certified public accountants expressed in a written certification thereof
delivered to the Trustee, are then in excess of the amount thereof which then
would have been required to be deposited for the purpose for which such
Government Obligations or money were deposited or received. This provision shall
not authorize the sale by the Trustee of any Government Obligations held under
this Indenture.

     

    Section
8.3             Legal
Defeasance of Securities of any Series.

     

    Unless this Section 8.3 is otherwise
specified, pursuant to subparagraph 2.2.17, to be inapplicable to Securities of
any Series, the Company shall be deemed to have paid and discharged the entire
indebtedness on all the outstanding Securities of such Series on the date of the
deposit referred to in subparagraph (c)(1) hereof, and the provisions of this
Indenture, as it relates to such outstanding Securities of such Series, shall no
longer be in effect (and the Trustee, at the expense of the Company, shall, at
Company Request, execute proper instruments acknowledging the same), except as
to:

     

    (a)           the
rights of Holders of Securities of such Series to receive, from the trust funds
described in subparagraph (c)(1) hereof, (i) payment of the principal of and
each installment of principal of and interest on the outstanding Securities of
such Series on the Stated Maturity of such principal or installment of principal
or interest and (ii) the benefit of any mandatory sinking fund payments
applicable to the Securities of such Series on the day on which such payments
are due and payable in accordance with the terms of this Indenture and the
Securities of such Series;

     

    (b)           the
provisions of Sections 2.5, 2.8, 2.9, 8.2, 8.3 and 8.5; and (c) the rights,
powers, trust and immunities of the Trustee hereunder; provided that, the
following conditions shall have been satisfied:

     

    (1)           The
Company shall have irrevocably deposited with the Trustee, in trust, (i)
sufficient funds in the currency or currency unit in which the Securities of
such Series are denominated to pay, without reinvestment, the principal of and
interest to Stated Maturity (or redemption) on, the Securities of such Series,
or (ii) such amount of direct obligations of, or obligations the principal of
and interest on which are fully guaranteed by, the government which issued the
currency in which the Securities of such series are denominated (“Government
Obligations”), and which are not subject to prepayment, redemption or call, as
will, together with the predetermined and certain income to accrue thereon
without consideration of any reinvestment thereof, be sufficient to pay when due
the principal of, and interest to Stated Maturity (or redemption) on, the
Securities of such Series.

     

    (2)           The
Company shall have delivered to the Trustee an Opinion of Counsel that the
Company has met all of the conditions precedent to such defeasance and based on
the fact that (x) the Company has received from the Internal Revenue Service a
ruling or (y), since the date hereof, there has been a change in the applicable
United States federal income tax law, in either case to the effect that, and
such opinion shall confirm that, the Holders of the Securities of such Series
will not recognize income, gain or loss for United States federal income tax
purposes as a result of such deposit, defeasance and discharge and will be
subject to United States federal income tax on the same amount and in the same
manner and at the same times, as would have been the case if such deposit,
defeasance and discharge had not occurred.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    Section
8.4             Covenant
Defeasance.

     

    Unless this Section 8.4 is otherwise
specified pursuant to subparagraph 2.2.17 to be inapplicable to Securities of
any Series, on the date of the deposit referred to in subparagraph (a) hereof,
the Company may omit to comply with any term, provision or condition set forth
under Sections 4.2, 4.3, 4.4, 4.5 and 5.1 as well as any additional covenants
contained in a supplemental indenture hereto for a particular Series of
Securities or a Board Resolution or an Officers' Certificate delivered pursuant
to Section 2.2.21 (and the failure to comply with any such covenants shall not
constitute a Default or Event of Default under Section 6.1) and the occurrence
of any event described in clause (e) of Section 6.1 shall not constitute a
Default or Event of Default hereunder, with respect to the Securities of such
Series, provided that the following conditions shall have been
satisfied:

     

    (a)           The
Company shall have irrevocably deposited with the Trustee, in trust, (i)
sufficient funds in the currency or currency unit in which the Securities of
such Series are denominated to pay the principal of and interest to Stated
Maturity (or redemption) on, the Securities of such Series, or (ii) such amount
of Government Obligations, which are not subject to prepayment, redemption or
call, as will, together with the predetermined and certain income to accrue
thereon without consideration of any reinvestment thereof, be sufficient to pay
when due the principal of, and interest to Stated Maturity (or redemption) on,
the Securities of such Series.

     

    (b)           The
Company has delivered to the Trustee an Opinion of Counsel that the Company has
met all of the conditions precedent to such defeasance and to the effect that,
and such opinion shall confirm that, the Holders of the Securities of such
Series will not recognize income, gain or loss for United States federal income
tax purposes as a result of such deposit and covenant defeasance and will be
subject to United States federal income tax on the same amount and in the same
manner and at the same times, as would have been the case if such deposit and
covenant defeasance had not occurred.

     

    Section
8.5             Repayment
to Company.

     

    The Trustee and the Paying Agent shall
pay to the Company upon request any money held by them for the payment of
principal and interest that remains unclaimed for two years.  After
that, Securityholders entitled to the money must look to the Company for payment
as general creditors unless an applicable abandoned property law designates
another person.

     

    ARTICLE
IX

    AMENDMENTS
AND WAIVERS

     

    Section
9.1             Without
Consent of Holders.

     

    The Company and the Trustee may amend
or supplement this Indenture or the Securities of one or more Series without the
consent of any Securityholder:

     

    (a)           to
evidence the succession of another corporation to the Company and the assumption
by any such successor of the covenants of the Company herein and in the
Securities;

     

    (b)           to
add to the covenants, agreements and obligations of the Company for the benefit
of the Holders of all of the Securities or any Series thereof, or to surrender
any right or power herein conferred upon the Company;

     

    (c)           to
establish the forms or terms of Securities of any Series;

     

    (d)           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 7.8;

     

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

     

    (f)           to
add to, change or eliminate any of the provisions of this Indenture (which
addition, change or elimination may apply to one or more Series of Securities),
provided that any such addition, change or elimination 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;


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    (g)           to
secure the Securities; or

     

    (h)           to
make any other change that does not adversely affect the rights of any
Securityholder in any material respect.

     

    Section
9.2             With
Consent of Holders.

     

    With the written consent of the Holders
of at least a majority in aggregate principal amount of the outstanding
Securities of each Series affected by such supplemental indenture, the Company
and the Trustee may amend this Indenture or the Securities of any Series or 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 the Securities of such series and any related coupons under this
Indenture; provided, however, that no such amendment or supplemental indenture
shall, without the consent of the Holder of each outstanding Security affected
thereby:

     

    (a)           change
the Stated Maturity of the principal of, or any installment of principal or
interest on, any such Security or reduce the principal amount thereof or the
rate of interest thereon or any premium payable upon redemption thereof or
reduce the amount of principal of any such Discount Security that would be due
and payable upon a declaration of acceleration of maturity thereof pursuant to
Section 6.2, or change the coin or currency in which, any principal of, or any
installment of interest on, any such Security 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);

     

    (b)           reduce
the percentage in principal amount of the outstanding Securities of any series,
the consent of whose Holders is required for any such amendment or 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) with respect to the Securities of such Series
provided for in this Indenture; or

     

    (c)           modify
any of the provisions of this Section, Section 6.4 or 6.7, except to increase
the percentage of outstanding Securities of such Series required for such
actions 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.

     

    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 the
consent of the Holders under this Section 9.2 to approve the particular form of
any proposed amendment or supplemental indenture, but it shall be sufficient if
such consent approves the substance thereof.

     

    After an amendment or supplemental
indenture under this Section 9.2 becomes effective, the Company shall mail to
each Holder of the particular Securities affected thereby and, if any Bearer
Securities affected thereby are outstanding, publish on one occasion in an
Authorized Newspaper, a notice briefly describing the amendment.  Any
failure by the Company to mail or publish such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
amendment or supplemental indenture.

     

    Section
9.3             Compliance
with Trust Indenture Act.

     

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

     

    Section
9.4             Revocation
and Effect of Consents.

     

    Until an amendment or waiver becomes
effective, a consent to it by a Holder of a Security is a continuing consent by
the Holder and every subsequent Holder of a Security or portion of a Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent is not made on any Security.  However, any
such Holder or subsequent Holder may revoke the consent as to his Security or
portion of a Security if the Trustee receives the notice of revocation before
the date the amendment or waiver becomes effective.


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    Any amendment or waiver once effective
shall bind every Securityholder of each Series affected by such amendment or
waiver unless it is of the type described in any of clauses (a) through (c) of
Section 9.2.  In that case, the amendment or waiver shall bind each
Holder of a Security who has consented to it and every subsequent Holder of a
Security or portion of a Security that evidences the same debt as the consenting
Holder's Security.

     

    Section
9.5             Notation
on or Exchange of Securities.

     

    The Trustee may place an appropriate
notation about an amendment or waiver on any Security of any Series thereafter
authenticated.  The Company in exchange for Securities of that Series
may issue and the Trustee shall authenticate upon request new Securities of that
Series that reflect the amendment or waiver.

     

    Section
9.6             Trustee
Protected.

     

    In executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this
Article IX or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 7.1) shall be
fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture.  The Trustee shall sign all supplemental indentures, except
that the Trustee need not sign any supplemental indenture that adversely affects
its rights.

     

    ARTICLE
X

    MISCELLANEOUS

     

    Section
10.1           Trust
Indenture Act Controls.

     

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

     

    Section
10.2           Notices.

     

    Any notice or communication by the
Company or the Trustee to the other is duly given if in writing and delivered in
person or mailed by first-class mail (registered or certified, return receipt
requested), telecopier or overnight air courier guaranteeing next day delivery,
to the other's address:

     

    if to the
Company:

     

    Rosetta
Genomics Ltd.

    10 Plaut
Street, Science Park

    Rehovot
76706 POB 4059

    Israel

    Attention:
Chief Financial Officer

    Fax:  +972-73-333-0701

     

    if to the
Trustee:

      
_____________________________

     

    Fax:___________________________

     

    The Company or the Trustee by notice to
the other may designate additional or different addresses for subsequent notices
or communications.

     

    Any notice or communication to a
Securityholder shall be mailed by first-class mail, certified or registered,
return receipt requested, or by overnight courier guaranteeing next day delivery
to his or her address shown on the register kept by the Registrar and, if any
Bearer Securities are outstanding, published in an Authorized
Newspaper.  Failure to mail a notice or communication to a
Securityholder of any Series or any defect in it shall not affect its
sufficiency with respect to other Securityholders of that or any other
Series.


    
      
         


      

      
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    If a notice or communication is mailed,
personally delivered or published in the manner provided above, within the time
prescribed, it is duly given, whether or not the Securityholder receives
it.

     

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

     

    Section
10.3           Communication
by Holders with Other Holders.

     

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

     

    Section
10.4           Certificate
and Opinion as to Conditions Precedent.

     

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

     

    (a)           an
Officers' Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

     

    (b)           an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.

     

    Section
10.5           Statements
Required in Certificate or Opinion.

     

    Each certificate or opinion with
respect to compliance with a condition or covenant provided for in this
Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4))
shall comply with the provisions of TIA Section 314(e) and shall
include:

     

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

     

    (b)           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;

     

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

     

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

     

    Section
10.6           Rules by
Trustee and Agents.

     

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

     

    Section
10.7           Legal
Holidays.

     

    Unless otherwise provided by Board
Resolution, Officers' Certificate or supplemental indenture for a particular
Series, a “Legal Holiday” is any day that is not a Business Day.  If a
payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

     

    Section
10.8           No
Recourse Against Others.

     

    A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation.  Each Securityholder by accepting a Security waives and
releases all such liability.  The waiver and release are part of the
consideration for the issue of the Securities.  All Securities,
including Global Securities, shall bear a legend in a form substantially setting
forth the foregoing statements in this Section 10.8.


    
      
         


      

      
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    Section
10.9           Counterparts.

     

    This Indenture may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

     

    Section
10.10         Governing
Laws.

     

    THIS INDENTURE AND THE SECURITIES SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS
PROVISIONS THEREOF THAT WOULD DEFER TO THE LAWS OF ANOTHER
JURISDICTION.

     

    Section
10.11         No Adverse
Interpretation of Other Agreements.

     

    This Indenture may not be used to
interpret another indenture, loan or debt agreement of the Company or a
Subsidiary. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

     

    Section
10.12         Successors.

     

    All agreements of the Company in this
Indenture and the Securities shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.

     

    Section
10.13         Severability.

     

    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.

     

    Section
10.14         Table of Contents,
Headings, Etc.

     

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

     

    ARTICLE
XI

    SINKING
FUNDS

     

    Section
11.1           Applicability
of Article.

     

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

     

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

     

    Section
11.2           Each
sinking fund payment shall be applied to the redemption of Securities of any
Series as provided for by the terms of the Securities of such
Series.

     

    Section
11.3           Satisfaction
of Sinking Fund Payments with Securities.

     

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


    
      
         


      

      
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    Section
11.4           Redemption
of Securities for Sinking Fund.

     

    Not less than 45 days (unless otherwise
indicated in the Board Resolution, supplemental indenture hereto or Officers'
Certificate in respect of a particular Series of Securities) prior to each
sinking fund payment date for any Series of Securities, the Company will deliver
to the Trustee an Officers' Certificate specifying the amount of the next
ensuing mandatory sinking fund payment for that Series pursuant to the terms of
that Series, the portion thereof, if any, which is to be satisfied by payment of
cash and the portion thereof, if any, which is to be satisfied by delivering and
crediting of Securities of that Series pursuant to Section 11.2. and the
optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and the Company shall thereupon be obligated to pay the
amount therein specified. Not less than 30 days (unless otherwise indicated in
the Board Resolution, Officers' Certificate or supplemental indenture in respect
of a particular Series of Securities) before each such sinking fund payment date
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 3.2 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 3.3. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 3.4, 3.5 and 3.6.

     

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

     

    
      
        
          	
                  ROSETTA
      GENOMICS LTD.

                
	 
      
	 
      
	
                  By:

                
	
                  Title:

                
	 
      
	
                  [TRUSTEE]

                
	 
      
	
                  By:

                
	
                  Title:

                


        

      

    


    
      
         


      

      
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