Exhibit 4.5 


RODMAN & RENSHAW CAPITAL GROUP, INC. 

Issuer


AND


[___________________]

Trustee


INDENTURE


Dated as of [_____________]


Subordinated Debt Securities





TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
 ARTICLE 1

 	
 DEFINITIONS

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 1.1

 	
  

 	
 Definitions
 of Terms

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 2

 	
 ISSUE,
 DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES

 	
  

 	
 4

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 2.1

 	
  

 	
 Designation
 and Terms of Securities

 	
  

 	
 4

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 2.2

 	
  

 	
 Form of Securities and Trustee’s
 Certificate

 	
  

 	
 6

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 2.3

 	
  

 	
 Denominations: Provisions for Payment

 	
  

 	
 6

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 2.4

 	
  

 	
 Execution and Authentications

 	
  

 	
 8

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 2.5

 	
  

 	
 Registration of Transfer and Exchange

 	
  

 	
 8

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 2.6

 	
  

 	
 Temporary Securities

 	
  

 	
 9

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 2.7

 	
  

 	
 Mutilated, Destroyed, Lost or Stolen
 Securities

 	
  

 	
 10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 2.8

 	
  

 	
 Cancellation

 	
  

 	
 10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 2.9

 	
  

 	
 Benefits of Indenture

 	
  

 	
 10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 2.10

 	
  

 	
 Authenticating Agent

 	
  

 	
 11

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 2.11

 	
  

 	
 Global Securities

 	
  

 	
 11

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 3

 	
 REDEMPTION OF SECURITIES AND SINKING FUND
 PROVISIONS

 	
  

 	
 12

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 3.1

 	
  

 	
 Redemption

 	
  

 	
 12

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 3.2

 	
  

 	
 Notice of Redemption

 	
  

 	
 12

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 3.3

 	
  

 	
 Payment Upon Redemption

 	
  

 	
 13

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 3.4

 	
  

 	
 Sinking Fund

 	
  

 	
 14

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 3.5

 	
  

 	
 Satisfaction of Sinking Fund Payments with
 Securities

 	
  

 	
 14

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 3.6

 	
  

 	
 Redemption of Securities for Sinking Fund

 	
  

 	
 14

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 4

 	
 COVENANTS

 	
  

 	
 14

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 4.1

 	
  

 	
 Payment of Principal, Premium and Interest

 	
  

 	
 14

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 4.2

 	
  

 	
 Maintenance of Office or Agency

 	
  

 	
 15

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 4.3

 	
  

 	
 Paying Agents

 	
  

 	
 15

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 4.4

 	
  

 	
 Appointment to Fill Vacancy in Office of
 Trustee

 	
  

 	
 16

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 4.5

 	
  

 	
 Compliance with Consolidation Provisions

 	
  

 	
 16

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 5

 	
 SECURITYHOLDERS’ LISTS AND REPORTS BY THE
 COMPANY AND THE TRUSTEE

 	
  

 	
 16

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 5.1

 	
  

 	
 Company to Furnish Trustee Names and
 Addresses of Securityholders

 	
  

 	
 16

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 5.2

 	
  

 	
 Preservation Of Information; Communications
 With Securityholders

 	
  

 	
 17

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 5.3

 	
  

 	
 Reports by the Company

 	
  

 	
 17

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 5.4

 	
  

 	
 Reports by
 the Trustee

 	
  

 	
 17

 


i





TABLE OF CONTENTS
(continued) 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
 ARTICLE 6

 	
 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
 ON EVENT OF DEFAULT

 	
  

 	
 17

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 6.1

 	
  

 	
 Events of Default

 	
  

 	
 17

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 6.2

 	
  

 	
 Collection of Indebtedness and Suits for
 Enforcement by Trustee

 	
  

 	
 19

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 6.3

 	
  

 	
 Application of Moneys Collected

 	
  

 	
 20

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 6.4

 	
  

 	
 Limitation on Suits

 	
  

 	
 21

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 6.5

 	
  

 	
 Rights and Remedies Cumulative; Delay or
 Omission Not Waiver

 	
  

 	
 21

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 6.6

 	
  

 	
 Control by Securityholders

 	
  

 	
 21

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 6.7

 	
  

 	
 Undertaking to Pay Costs

 	
  

 	
 22

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 7

 	
 CONCERNING
 THE TRUSTEE

 	
  

 	
 22

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 7.1

 	
  

 	
 Certain
 Duties and Responsibilities of Trustee

 	
  

 	
 22

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 7.2

 	
  

 	
 Certain
 Rights of Trustee

 	
  

 	
 23

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 7.3

 	
  

 	
 Trustee Not Responsible for Recitals or
 Issuance or Securities

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 7.4

 	
  

 	
 May Hold Securities

 	
  

 	
 25

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 7.5

 	
  

 	
 Moneys Held in Trust

 	
  

 	
 25

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 7.6

 	
  

 	
 Compensation and Reimbursement

 	
  

 	
 25

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 7.7

 	
  

 	
 Reliance on Officers’ Certificate

 	
  

 	
 25

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 7.8

 	
  

 	
 Section 7.8 Disqualification; Conflicting
 Interests

 	
  

 	
 26

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 7.9

 	
  

 	
 Corporate Trustee Required; Eligibility

 	
  

 	
 26

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 7.10

 	
  

 	
 Resignation and Removal; Appointment of
 Successor

 	
  

 	
 26

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 7.11

 	
  

 	
 Acceptance of Appointment By Successor

 	
  

 	
 27

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 7.12

 	
  

 	
 Merger, Conversion, Consolidation or
 Succession to Business

 	
  

 	
 28

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 7.13

 	
  

 	
 Preferential Collection of Claims Against
 the Company

 	
  

 	
 28

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 7.14

 	
  

 	
 Notice of Default

 	
  

 	
 29

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 8

 	
 CONCERNING THE SECURITYHOLDERS

 	
  

 	
 29

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 8.1

 	
  

 	
 Evidence of Action by Securityholders

 	
  

 	
 29

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 8.2

 	
  

 	
 Proof of Execution by Securityholders

 	
  

 	
 29

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 8.3

 	
  

 	
 Who May be Deemed Owners

 	
  

 	
 30

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 8.4

 	
  

 	
 Certain Securities Owned by Company
 Disregarded

 	
  

 	
 30

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 8.5

 	
  

 	
 Actions Binding on Future Securityholders

 	
  

 	
 30

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 9

 	
 SUPPLEMENTAL INDENTURES

 	
  

 	
 31

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 9.1

 	
  

 	
 Supplemental Indentures Without the Consent
 of Securityholders

 	
  

 	
 31

 


ii





TABLE OF CONTENTS
(continued) 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
 Section 9.2

 	
  

 	
 Supplemental Indentures With Consent of
 Securityholders

 	
  

 	
 32

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 9.3

 	
  

 	
 Effect of Supplemental Indentures

 	
  

 	
 32

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 9.4

 	
  

 	
 Securities Affected by Supplemental
 Indentures

 	
  

 	
 32

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 9.5

 	
  

 	
 Execution of Supplemental Indentures

 	
  

 	
 32

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 10

 	
 SUCCESSOR ENTITY

 	
  

 	
 33

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 10.1

 	
  

 	
 Company May Consolidate, Etc

 	
  

 	
 33

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 10.2

 	
  

 	
 Successor Entity Substituted

 	
  

 	
 33

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 10.3

 	
  

 	
 Evidence of Consolidation, Etc. to Trustee

 	
  

 	
 34

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 11

 	
 SATISFACTION AND DISCHARGE

 	
  

 	
 34

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 11.1

 	
  

 	
 Satisfaction and Discharge of Indenture

 	
  

 	
 34

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 11.2

 	
  

 	
 Discharge of Obligations

 	
  

 	
 34

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 11.3

 	
  

 	
 Deposited Moneys to be Held in Trust

 	
  

 	
 35

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 11.4

 	
  

 	
 Payment of Moneys Held by Paying Agents

 	
  

 	
 35

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 11.5

 	
  

 	
 Repayment to Company

 	
  

 	
 35

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 12

 	
 IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
 OFFICERS AND DIRECTORS

 	
  

 	
 35

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 12.1

 	
  

 	
 No Recourse

 	
  

 	
 35

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 13

 	
 MISCELLANEOUS PROVISIONS

 	
  

 	
 36

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 13.1

 	
  

 	
 Effect on Successors and Assigns

 	
  

 	
 36

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 13.2

 	
  

 	
 Actions by Successor

 	
  

 	
 36

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 13.3

 	
  

 	
 Surrender of Company Powers

 	
  

 	
 36

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 13.4

 	
  

 	
 Notices

 	
  

 	
 36

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 13.5

 	
  

 	
 Governing Law

 	
  

 	
 36

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 13.6

 	
  

 	
 Treatment of Securities as Debt

 	
  

 	
 37

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 13.7

 	
  

 	
 Compliance Certificates and Opinions

 	
  

 	
 37

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 13.8

 	
  

 	
 Payments on Business Days

 	
  

 	
 37

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 13.9

 	
  

 	
 Conflict with Trust Indenture Act

 	
  

 	
 37

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 13.10

 	
  

 	
 Counterparts

 	
  

 	
 37

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 13.11

 	
  

 	
 Separability

 	
  

 	
 37

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 13.12

 	
  

 	
 Compliance Certificates

 	
  

 	
 38

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 14

 	
 SUBORDINATION OF SECURITIES

 	
  

 	
 38

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 14.1

 	
  

 	
 Subordination Terms

 	
  

 	
 38

 


iii





INDENTURE


          INDENTURE, dated as of [_________________],
between Rodman & Renshaw Capital Group, Inc., a Delaware corporation (the
“Company”), and ______, as trustee (the “Trustee”): 


          WHEREAS, for its lawful corporate purposes,
the Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance of subordinated debt securities (hereinafter referred
to as the “Securities”), in an unlimited aggregate principal amount to be
issued from time to time in one or more series as in this Indenture provided,
as registered Securities without coupons, to be authenticated by the
certificate of the Trustee; 


          WHEREAS, to provide the terms and
conditions upon which the Securities are to be authenticated, issued and
delivered, the Company has duly authorized the execution of this Indenture; and



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


          NOW, THEREFORE, in consideration of the
premises and the purchase of the Securities by the holders thereof, it is
mutually covenanted and agreed as follows for the equal and ratable benefit of
the holders of Securities: 


ARTICLE 1

DEFINITIONS


          Section 1.1 Definitions of Terms. 


          The
terms defined in this Section (except as in this Indenture or any indenture
supplemental hereto otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this
Section and shall include the plural as well as the singular. All other terms
used in this Indenture that are defined in the Trust Indenture Act of 1939, as
amended, or that are by reference in such Act defined in the Securities Act of
1933, as amended (except as herein or any indenture supplemental hereto
otherwise expressly provided or unless the context otherwise requires), shall
have the meanings assigned to such terms in said Trust Indenture Act and in
said Securities Act as in force at the date of the execution of this
instrument. 


          “Authenticating
Agent” means an authenticating agent with respect to all or any of the series
of Securities appointed by the Trustee pursuant to Section 2.10. 


          “Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the
relief of debtors. 


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


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



          “Business
Day” means, with respect to any series of Securities, any day other than a day
on which federal or state banking institutions in the Borough of Manhattan, the
City of New York, are authorized or obligated by law, executive order or
regulation to close. 





          “Certificate”
means a certificate signed by the chairman of the Board of Directors, any
principal executive officer, any chief executive officer, any president, any
senior vice president, any vice president, any principal financial officer or
any principal accounting officer, any treasurer or any assistant treasurer, any
controller or any assistant controller, any secretary or any assistant
secretary of the Company. The Certificate need not comply with the provisions
of Section 13.7. 


          “Company”
means Rodman & Renshaw Capital Group, Inc., a corporation duly organized
and existing under the laws of the State of Delaware, and, subject to the
provisions of Article Ten, shall also include its successors and assigns. 


          “Corporate
Trust Office” means the office of the Trustee at which, at any particular time,
its corporate trust business shall be principally administered, which office at
the date hereof is located at ___________; Attention: _______________, except
that whenever a provision herein refers to an office or agency of the Trustee
in the Borough of Manhattan, the City of New York, such office is located, at
the date hereof, at ___________, Attn: _______________. 


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


          “Default”
means any event, act or condition that with notice or lapse of time, or both,
would constitute an Event of Default. 


          “Depositary”
means, with respect to Securities of any series for which the Company shall
determine that such Securities will be issued as a Global Security, The
Depository Trust Company, New York, New York, another clearing agency, or any
successor registered as a clearing agency under the Securities and Exchange Act
of 1934, as amended (the “Exchange Act”), or other applicable statute or
regulation, which, in each case, shall be designated by the Company pursuant to
either Section 2.1 or 2.11. 


          “Event
of Default” means, with respect to Securities of a particular series, any event
specified in Section 6.1, continued for the period of time, if any,
therein designated. 


          “Global
Security” means, with respect to any series of Securities, a Security executed
by the Company and delivered by the Trustee to the Depositary or pursuant to
the Depositary’s instruction, all in accordance with the Indenture, which shall
be registered in the name of the Depositary or its nominee. 


          “Governmental
Obligations” means securities that are (a) direct obligations of the
United States of America for the payment of which its full faith and credit is
pledged or (b) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America that, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian
with respect to any such Governmental Obligation or a specific payment of
principal of or interest on any such Governmental Obligation held by such
custodian for the account of the holder of such depositary receipt; provided,
however, that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the
Governmental Obligation or the specific payment of principal of or interest on
the Governmental Obligation evidenced by such depositary receipt. 


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


2





          “Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into in accordance with the terms hereof. 


          “Interest
Payment Date”, when used with respect to any installment of interest on a
Security of a particular series, means the date specified in such Security or
in a Board Resolution or in an indenture supplemental hereto with respect to
such series as the fixed date on which an installment of interest with respect
to Securities of that series is due and payable. 


          “Officers’
Certificate” means a certificate signed by a chief executive officer, a
president, a senior vice president or a vice president and by the chief
financial officer or the treasurer or an assistant treasurer or the controller
or an assistant controller or the secretary or an assistant secretary of the
Company that is delivered to the Trustee in accordance with the terms hereof.
Each such certificate shall include the statements provided for in
Section 13.7, if and to the extent required by the provisions thereof. 


          “Opinion
of Counsel” means an opinion in writing subject to customary exceptions of
legal counsel, who may be an employee of or counsel for the Company, that is
delivered to the Trustee in accordance with the terms hereof. Each such opinion
shall include the statements provided for in Section 13.7, if and to the
extent required by the provisions thereof. 


          “Outstanding”,
when used with reference to Securities of any series, means, subject to the
provisions of Section 8.4, as of any particular time, all Securities of
that series theretofore authenticated and delivered by the Trustee under this
Indenture, except (a) Securities theretofore canceled by the Trustee or
any paying agent, or delivered to the Trustee or any paying agent for cancellation
or that have previously been canceled; (b) Securities or portions thereof
for the payment or redemption of which moneys or Governmental Obligations in
the necessary amount shall have been deposited in trust with the Trustee or
with any paying agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own paying
agent); provided, however, that if such Securities or portions of such
Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article Three provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and
(c) Securities in lieu of or in substitution for which other Securities
shall have been authenticated and delivered pursuant to the terms of
Section 2.7. 


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


          “Predecessor
Security” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated
and delivered under Section 2.7 in lieu of a lost, destroyed or stolen
Security shall be deemed to evidence the same debt as the lost, destroyed or
stolen Security. 


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


          “Securities”
means the debt Securities authenticated and delivered under this Indenture. 


          “Securityholder”,
“holder of Securities”, “registered holder”, or other similar term, means the
Person or Persons in whose name or names a particular Security shall be
registered on the books of the Company kept for that purpose in accordance with
the terms of this Indenture. 


3





          “Subsidiary”
means, with respect to any Person, (i) any corporation at least a majority
of whose outstanding Voting Stock shall at the time be owned, directly or
indirectly, by such Person or by one or more of its Subsidiaries or by such
Person and one or more of its Subsidiaries, (ii) any general partnership,
joint venture or similar entity, at least a majority of whose outstanding
partnership or similar interests shall at the time be owned by such Person, or
by one or more of its Subsidiaries, or by such Person and one or more of its
Subsidiaries and (iii) any limited partnership of which such Person or any
of its Subsidiaries is a general partner. 


          “Trustee”
means [___________], and, subject to the provisions of Article Seven, shall
also include its successors and assigns, and, if at any time there is more than
one Person acting in such capacity hereunder, “Trustee” shall mean each such Person.
The term “Trustee” as used with respect to a particular series of the
Securities shall mean the trustee with respect to that series. 


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


          “Voting
Stock”, as applied to stock of any Person, means shares, interests,
participations or other equivalents in the equity interest (however designated)
in such Person having ordinary voting power for the election of a majority of
the directors (or the equivalent) of such Person, other than shares, interests,
participations or other equivalents having such power only by reason of the
occurrence of a contingency. 


ARTICLE 2

ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION

AND EXCHANGE OF SECURITIES


          Section 2.1 Designation and Terms of Securities. 


          (a)
The aggregate principal amount of Securities that may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in
one or more series up to the aggregate principal amount of Securities of that
series from time to time authorized by or pursuant to a Board Resolution or
pursuant to one or more indentures supplemental hereto. Prior to the initial
issuance of Securities of any series, there shall be established in or pursuant
to a Board Resolution, and set forth in an Officers’ Certificate, or
established in one or more indentures supplemental hereto: 


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (2)
 any limit upon the aggregate principal amount of the Securities of that
 series that may be authenticated and delivered under this Indenture (except
 for Securities authenticated and delivered upon registration of transfer of,
 or in exchange for, or in lieu of, other Securities of that series); 

 
	
  

 	
  

 
	
  

 	
           (3)
 the date or dates on which the principal of the Securities of the series is
 payable, any original issue discount that may apply to the Securities of that
 series upon their issuance, the principal amount due at maturity, and the
 place(s) of payment; 

 
	
  

 	
  

 
	
  

 	
           (4)
 the rate or rates at which the Securities of the series shall bear interest
 or the manner of calculation of such rate or rates, if any; 

 
	
  

 	
  

 
	
  

 	
           (5)
 the date or dates from which such interest shall accrue, the Interest Payment
 Dates on which such interest will be payable or the manner of determination
 of such Interest Payment Dates, the place(s) of payment, and the record date
 for the determination of holders to whom interest is payable on any such
 Interest Payment Dates or the manner of determination of such record dates; 

 


4









	
  

 	
  

 
	
  

 	
           (6)
 the right, if any, to extend the interest payment periods and the duration of
 such extension; 

 
	
  

 	
  

 
	
  

 	
           (7)
 the period or periods within which, the price or prices at which and the
 terms and conditions upon which Securities of the series may be redeemed, in
 whole or in part, at the option of the Company; 

 
	
  

 	
  

 
	
  

 	
           (8)
 the obligation, if any, of the Company to redeem or purchase Securities of
 the series pursuant to any sinking fund, mandatory redemption, or analogous
 provisions (including payments made in cash in satisfaction of future sinking
 fund obligations) or at the option of a holder thereof and the period or
 periods within which, the price or prices at which, and the terms and
 conditions upon which, Securities of the series shall be redeemed or
 purchased, in whole or in part, pursuant to such obligation; 

 
	
  

 	
  

 
	
  

 	
           (9)
 the form of the Securities of the series including the form of the
 Certificate of Authentication for such series; 

 
	
  

 	
  

 
	
  

 	
           (10)
 if other than denominations of one thousand U.S. dollars ($1,000) or any
 integral multiple thereof, the denominations in which the Securities of the
 series shall be issuable; 

 
	
  

 	
  

 
	
  

 	
           (11)
 any and all other terms (including terms, to the extent applicable, relating
 to any auction or remarketing of the Securities of that series and any
 security for the obligations of the Company with respect to such Securities)
 with respect to such series (which terms shall not be inconsistent with the
 terms of this Indenture, as amended by any supplemental indenture) including
 any terms which may be required by or advisable under United States laws or
 regulations or advisable in connection with the marketing of Securities of
 that series; 

 
	
  

 	
  

 
	
  

 	
           (12)
 whether the Securities are issuable as a Global Security and, in such case,
 the terms and the identity of the Depositary for such series; 

 
	
  

 	
  

 
	
  

 	
           (13)
 whether the Securities will be convertible into or exchangeable for shares of
 common stock or other securities of the Company or any other Person and, if
 so, the terms and conditions upon which such Securities will be so
 convertible or exchangeable, including the conversion or exchange price, as
 applicable, or how it will be calculated and may be adjusted, any mandatory
 or optional (at the Company’s option or the holders’ option) conversion or
 exchange features, and the applicable conversion or exchange period; 

 
	
  

 	
  

 
	
  

 	
           (14)
 if other than the principal amount thereof, the portion of the principal
 amount of Securities of the series which shall be payable upon declaration of
 acceleration of the maturity thereof pursuant to Section 6.1; 

 
	
  

 	
  

 
	
  

 	
           (15)
 any additional or different Events of Default or restrictive covenants (which
 may include, among other restrictions, restrictions on the Company’s ability
 or the ability of the Company’s Subsidiaries to: incur additional
 indebtedness; issue additional securities; create liens; pay dividends or
 make distributions in respect of their capital stock; redeem capital stock;
 place restrictions on such Subsidiaries placing restrictions on their ability
 to pay dividends, make distributions or transfer assets; make investments or
 other restricted payments; sell or otherwise dispose of assets; enter into
 sale-leaseback transactions; engage in transactions with stockholders and
 affiliates; issue or sell stock of their Subsidiaries; or effect a consolidation
 or merger) or financial covenants (which may include, among other financial
 covenants, financial covenants that require the Company and its Subsidiaries
 to maintain specified interest coverage, fixed charge, cash flow-based or
 asset-based ratios) provided for with respect to the Securities of the
 series; 

 


5









	
  

 	
  

 
	
  

 	
           (16)
 if other than dollars, the coin or currency in which the Securities of the
 series are denominated (including, but not limited to, foreign currency); 

 
	
  

 	
  

 
	
  

 	
           (17)
 the terms and conditions, if any, upon which the Company shall pay amounts in
 addition to the stated interest, premium, if any and principal amounts of the
 Securities of the series to any Securityholder that is not a “United States
 person” for federal tax purposes; 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 



          All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to any such
Board Resolution or in any indentures supplemental hereto. 


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


          Securities
of any particular series may be issued at various times, with different dates
on which the principal or any installment of principal is payable, with
different rates of interest, if any, or different methods by which rates of
interest may be determined, with different dates on which such interest may be
payable and with different redemption dates. 


          Section 2.2 Form of Securities and Trustee’s
Certificate. 


          The
Securities of any series and the Trustee’s certificate of authentication to be
borne by such Securities shall be substantially of the tenor and purport as set
forth in one or more indentures supplemental hereto or as provided in a Board
Resolution, and set forth in an Officers’ Certificate, and they may have such
letters, numbers or other marks of identification or designation and such
legends or endorsements printed, lithographed or engraved thereon as the
Company may deem appropriate and as are not inconsistent with the provisions of
this Indenture, or as may be required to comply with any law or with any rule
or regulation made pursuant thereto or with any rule or regulation of any
securities exchange on which Securities of that series may be listed, or to
conform to usage. 


          Section 2.3 Denominations: Provisions for
Payment. 


          The
Securities shall be issuable as registered Securities and in the denominations
of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject
to Section 2.1(10). The Securities of a particular series shall bear
interest payable on the dates and at the rate specified with respect to that
series. The principal of and the interest on the Securities of any series, as
well as any premium thereon in case of redemption thereof prior to maturity,
shall be payable in the coin or currency of the United States of America that
at the time is legal tender for public and private debt, at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
the City and State of New York. Each Security shall be dated the date of its
authentication. Interest on the Securities shall be computed on the basis of a
360-day year composed of twelve 30-day months. 


          The
interest installment on any Security that is payable, and is punctually paid or
duly provided for, on any Interest Payment Date for Securities of that series
shall be paid to the Person in whose name said Security (or one or more
Predecessor Securities) is registered at the close of business on the regular 


6





record date
for such interest installment. In the event that any Security of a particular
series or portion thereof is called for redemption and the redemption date is
subsequent to a regular record date with respect to any Interest Payment Date
and prior to such Interest Payment Date, interest on such Security will be paid
upon presentation and surrender of such Security as provided in
Section 3.3. 


          Any
interest on any Security that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date for Securities of the same series
(herein called “Defaulted Interest”) shall forthwith cease to be payable to the
registered holder on the relevant regular record date by virtue of having been
such holder; and such Defaulted Interest shall be paid by the Company, at its
election, as provided in clause (1) or clause (2) below: 


	
  

 	
  

 
	
  

 	
           (1)
 The Company may make payment of any Defaulted Interest on Securities to the
 Persons in whose names such Securities (or their respective Predecessor
 Securities) are registered at the close of business on a special record date
 for the payment of such Defaulted Interest, which shall be fixed in the
 following manner: the Company shall notify the Trustee in writing of the amount
 of Defaulted Interest proposed to be paid on each such Security and the date
 of the proposed payment, and at the same time the Company shall deposit with
 the Trustee an amount of money equal to the aggregate amount proposed to be
 paid in respect of such Defaulted Interest or shall make arrangements
 satisfactory to the Trustee for such deposit prior to the date of the
 proposed payment, such money when deposited to be held in trust for the
 benefit of the Persons entitled to such Defaulted Interest as in this clause
 provided. Thereupon the Trustee shall fix a special record date for the
 payment of such Defaulted Interest which shall not be more than 15 nor less
 than 10 days prior to the date of the proposed payment and not less than 10
 days after the receipt by the Trustee of the notice of the proposed payment.
 The Trustee shall promptly notify the Company of such special record date
 and, in the name and at the expense of the Company, shall cause notice of the
 proposed payment of such Defaulted Interest and the special record date
 therefor to be mailed, first class postage prepaid, to each Securityholder at
 his or her address as it appears in the Security Register (as hereinafter
 defined), not less than 10 days prior to such special record date. Notice of
 the proposed payment of such Defaulted Interest and the special record date
 therefor having been mailed as aforesaid, such Defaulted Interest shall be
 paid to the Persons in whose names such Securities (or their respective
 Predecessor Securities) are registered on such special record date. 

 
	
  

 	
  

 
	
  

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

 



          Unless
otherwise set forth in a Board Resolution or one or more indentures
supplemental hereto establishing the terms of any series of Securities pursuant
to Section 2.1 hereof, the term “regular record date” as used in this
Section with respect to a series of Securities and any Interest Payment Date
for such series shall mean either the fifteenth day of the month immediately
preceding the month in which an Interest Payment Date established for such
series pursuant to Section 2.1 hereof shall occur, if such Interest Payment
Date is the first day of a month, or the last day of the month immediately
preceding the month in which an Interest Payment Date established for such
series pursuant to Section 2.1 hereof shall occur, if such Interest
Payment Date is the fifteenth day of a month, whether or not such date is a
Business Day. 


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


7





          Section 2.4 Execution and Authentications. 


          The
Securities shall be signed on behalf of the Company by its chief executive
officer, or one of its presidents, or one of its senior vice presidents, or one
of its vice presidents, or its chief financial officer, or its chief legal
officer, or its treasurer, or one of its assistant treasurers, or its
controller or one of its assistant controllers, or its secretary, or one of its
assistant secretaries, under its corporate seal attested by its secretary or
one of its assistant secretaries. Signatures may be in the form of a manual or
facsimile signature. 


          The
Company may use the facsimile signature of any Person who shall have been a
chief executive officer, president, senior vice president or vice president
thereof, chief financial officer, chief legal officer, treasurer or assistant
treasurer, controller or assistant controller, secretary or assistant secretary
thereof, notwithstanding the fact that at the time the Securities shall be
authenticated and delivered or disposed of such Person shall have ceased to be
such an officer of the Company. The seal of the Company may be in the form of a
facsimile of such seal and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities. The Securities may contain such notations,
legends or endorsements required by law, stock exchange rule or usage. Each
Security shall be dated the date of its authentication by the Trustee. 


          A
Security shall not be valid until authenticated manually by an authorized
signatory of the Trustee, or by an Authenticating Agent. Such signature shall
be conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture. At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of
any series executed by the Company to the Trustee for authentication, together
with a written order of the Company for the authentication and delivery of such
Securities, signed by a chief executive officer, president, senior vice president
or any vice president, chief financial officer, chief legal officer, treasurer
or assistant treasurer, controller or assistant controller, and its secretary
or any assistant secretary, and the Trustee in accordance with such written
order shall authenticate and deliver such Securities. 


          In
authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 7.1) shall be fully protected
in relying upon, an Opinion of Counsel stating that the form and terms thereof
have been established in conformity with the provisions of this Indenture. 


          The
Trustee shall not be required to authenticate such Securities if the issue of
such Securities pursuant to this Indenture will affect the Trustee’s own
rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner that is not reasonably acceptable to the Trustee. 


          Section 2.5 Registration of Transfer and
Exchange.


          (a)
Securities of any series may be exchanged upon presentation thereof at the
office or agency of the Company designated for such purpose in the Borough of
Manhattan, the City and State of New York, for other Securities of such series
of authorized denominations, and for a like aggregate principal amount, upon
payment of a sum sufficient to cover any tax or other governmental charge in
relation thereto, all as provided in this Section. In respect of any Securities
so surrendered for exchange, the Company shall execute, the Trustee shall
authenticate and such office or agency shall deliver in exchange therefor the
Security or Securities of the same series that the Securityholder making the
exchange shall be entitled to receive, bearing numbers not contemporaneously
outstanding. 


          (b)
The Company shall keep, or cause to be kept, at its office or agency designated
for such purpose in the Borough of Manhattan, the City and State of New York,
or such other location designated by the 


8





Company, a
register or registers (herein referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall
register the Securities and the transfers of Securities as in this Article
provided and which at all reasonable times shall be open for inspection by the
Trustee. The registrar for the purpose of registering Securities and transfer
of Securities as herein provided shall be appointed as authorized by Board
Resolution (the “Security Registrar”). 


          Upon
surrender for transfer of any Security at the office or agency of the Company
designated for such purpose, the Company shall execute, the Trustee shall
authenticate and such office or agency shall deliver in the name of the
transferee or transferees a new Security or Securities of the same series as
the Security presented for a like aggregate principal amount. 


          All
Securities presented or surrendered for exchange or registration of transfer,
as provided in this Section, shall be accompanied (if so required by the
Company or the Security Registrar) by a written instrument or instruments of
transfer, in form satisfactory to the Company or the Security Registrar, duly
executed by the registered holder or by such holder’s duly authorized attorney
in writing. 


          (c)
Except as provided pursuant to Section 2.1 pursuant to a Board Resolution,
and set forth in an Officers’ Certificate, or established in one or more
indentures supplemental to this Indenture, no service charge shall be made for
any exchange or registration of transfer of Securities, or issue of new
Securities in case of partial redemption of any series, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge in relation thereto, other than exchanges pursuant to Section 2.6,
Section 3.3(b) and Section 9.4 not involving any transfer. 


          (d)
The Company shall not be required (i) to issue, exchange or register the
transfer of any Securities during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of less than
all the Outstanding Securities of the same series and ending at the close of
business on the day of such mailing, nor (ii) to register the transfer of
or exchange any Securities of any series or portions thereof called for
redemption, other than the unredeemed portion of any such Securities being
redeemed in part. The provisions of this Section 2.5 are, with respect to
any Global Security, subject to Section 2.11 hereof. 


          Section 2.6 Temporary Securities. 


          Pending
the preparation of definitive Securities of any series, the Company may
execute, and the Trustee shall authenticate and deliver, temporary Securities
(printed, lithographed or typewritten) of any authorized denomination. Such
temporary Securities shall be substantially in the form of the definitive
Securities in lieu of which they are issued, but with such omissions,
insertions and variations as may be appropriate for temporary Securities, all
as may be determined by the Company. Every temporary Security of any series
shall be executed by the Company and be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with like effect, as
the definitive Securities of such series. Without unnecessary delay the Company
will execute and will furnish definitive Securities of such series and
thereupon any or all temporary Securities of such series may be surrendered in
exchange therefor (without charge to the holders), at the office or agency of
the Company designated for the purpose in the Borough of Manhattan, the City
and State of New York, and the Trustee shall authenticate and such office or
agency shall deliver in exchange for such temporary Securities an equal
aggregate principal amount of definitive Securities of such series, unless the
Company advises the Trustee to the effect that definitive Securities need not
be executed and furnished until further notice from the Company. Until so
exchanged, the temporary Securities of such series shall be entitled to the
same benefits under this Indenture as definitive Securities of such series
authenticated and delivered hereunder. 


9






          Section 2.7 Mutilated, Destroyed, Lost or Stolen
Securities. 


          In
case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company (subject to the next succeeding
sentence) shall execute, and upon the Company’s request the Trustee (subject as
aforesaid) shall authenticate and deliver, a new Security of the same series,
bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated Security, or in lieu of and in substitution for
the Security so destroyed, lost or stolen. In every case the applicant for a
substituted Security shall furnish to the Company and the Trustee such security
or indemnity as may be required by them to save each of them harmless, and, in every
case of destruction, loss or theft, the applicant shall also furnish to the
Company and the Trustee evidence to their satisfaction of the destruction, loss
or theft of the applicant’s Security and of the ownership thereof. The Trustee
may authenticate any such substituted Security and deliver the same upon the
written request or authorization of any officer of the Company. Upon the
issuance of any substituted Security, the Company may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith. 


          In
case any Security that has matured or is about to mature shall become mutilated
or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute Security, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Security) if the applicant
for such payment shall furnish to the Company and the Trustee such security or
indemnity as they may require to save them harmless, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company and the
Trustee of the destruction, loss or theft of such Security and of the ownership
thereof. 


          Every
replacement Security issued pursuant to the provisions of this Section shall
constitute an additional contractual obligation of the Company whether or not
the mutilated, destroyed, lost or stolen Security shall be found at any time,
or be enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of the
same series duly issued hereunder. All Securities shall be held and owned upon
the express condition that the foregoing provisions are exclusive with respect
to the replacement or payment of mutilated, destroyed, lost or stolen
Securities, and shall preclude (to the extent lawful) any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted
to the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender. 


          Section 2.8 Cancellation. 


          All
Securities surrendered for the purpose of payment, redemption, exchange or
registration of transfer shall, if surrendered to the Company or any paying
agent, be delivered to the Trustee for cancellation, or, if surrendered to the
Trustee, shall be cancelled by it, and no Securities shall be issued in lieu
thereof except as expressly required or permitted by any of the provisions of
this Indenture. On request of the Company at the time of such surrender, the
Trustee shall deliver to the Company canceled Securities held by the Trustee.
In the absence of such request the Trustee may dispose of canceled Securities
in accordance with its standard procedures and deliver a certificate of
disposition to the Company. If the Company shall otherwise acquire any of the
Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and
until the same are delivered to the Trustee for cancellation. 


          Section 2.9 Benefits of Indenture. 


          Nothing
in this Indenture or in the Securities, express or implied, shall give or be
construed to give to any Person, other than the parties hereto and the holders
of the Securities (and, with respect to the 


10





provisions of
Article Fourteen, the holders of any indebtedness of the Company to which the
Securities of any series are subordinated) any legal or equitable right, remedy
or claim under or in respect of this Indenture, or under any covenant,
condition or provision herein contained; all such covenants, conditions and provisions
being for the sole benefit of the parties hereto and of the holders of the
Securities (and, with respect to the provisions of Article Fourteen, the
holders of any indebtedness of the Company to which the Securities of any
series are subordinated). 


          Section 2.10 Authenticating Agent. 


          So
long as any of the Securities of any series remain Outstanding there may be an
Authenticating Agent for any or all such series of Securities which the Trustee
shall have the right to appoint. Said Authenticating Agent shall be authorized
to act on behalf of the Trustee to authenticate Securities of such series
issued upon exchange, transfer or partial redemption thereof, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. All references in this Indenture to the authentication of Securities
by the Trustee shall be deemed to include authentication by an Authenticating Agent
for such series. Each Authenticating Agent shall be acceptable to the Company
and shall be a corporation that has a combined capital and surplus, as most
recently reported or determined by it, sufficient under the laws of any
jurisdiction under which it is organized or in which it is doing business to
conduct a trust business, and that is otherwise authorized under such laws to
conduct such business and is subject to supervision or examination by federal
or state authorities. If at any time any Authenticating Agent shall cease to be
eligible in accordance with these provisions, it shall resign immediately. 


          Any
Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time (and
upon request by the Company shall) terminate the agency of any Authenticating
Agent by giving written notice of termination to such Authenticating Agent and
to the Company. Upon resignation, termination or cessation of eligibility of
any Authenticating Agent, the Trustee may appoint an eligible successor
Authenticating Agent acceptable to the Company. Any successor Authenticating
Agent, upon acceptance of its appointment hereunder, shall become vested with
all the rights, powers and duties of its predecessor hereunder as if originally
named as an Authenticating Agent pursuant hereto. 


          Section 2.11 Global Securities. 


          (a)
If the Company shall establish pursuant to Section 2.1 that the Securities
of a particular series are to be issued as a Global Security, then the Company
shall execute and the Trustee shall, in accordance with Section 2.4,
authenticate and deliver, a Global Security that (i) shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of,
all of the Outstanding Securities of such series, (ii) shall be registered
in the name of the Depositary or its nominee, (iii) shall be delivered by
the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) shall
bear a legend substantially to the following effect: “Except as otherwise
provided in Section 2.11 of the Indenture, this Security may be
transferred, in whole but not in part, only to another nominee of the
Depositary or to a successor Depositary or to a nominee of such successor
Depositary.” 


          (b)
Notwithstanding the provisions of Section 2.5, the Global Security of a
series may be transferred, in whole but not in part and in the manner provided
in Section 2.5, only to another nominee of the Depositary for such series,
or to a successor Depositary for such series selected or approved by the
Company or to a nominee of such successor Depositary. 


          (c)
If at any time the Depositary for a series of the Securities notifies the
Company that it is unwilling or unable to continue as Depositary for such
series or if at any time the Depositary for such series shall no 


11





longer be
registered or in good standing under the Exchange Act, or other applicable
statute or regulation, and a successor Depositary for such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, as the case may be, or if an Event of
Default has occurred and is continuing and the Company has received a request
from the Depositary, this Section 2.11 shall no longer be applicable to
the Securities of such series and the Company will execute, and subject to
Section 2.4, the Trustee will authenticate and deliver the Securities of
such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security of such series in exchange for such Global
Security. In addition, the Company may at any time determine that the
Securities of any series shall no longer be represented by a Global Security
and that the provisions of this Section 2.11 shall no longer apply to the
Securities of such series. In such event the Company will execute and, subject
to Section 2.4, the Trustee, upon receipt of an Officers’ Certificate
evidencing such determination by the Company, will authenticate and deliver the
Securities of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series in exchange for such
Global Security. Upon the exchange of the Global Security for such Securities
in definitive registered form without coupons, in authorized denominations, the
Global Security shall be canceled by the Trustee. Such Securities in definitive
registered form issued in exchange for the Global Security pursuant to this
Section 2.11(c) shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to the Depositary for delivery to the Persons in
whose names such Securities are so registered. 


ARTICLE 3 

REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS


          Section 3.1 Redemption. 


          The
Company may redeem the Securities of any series issued hereunder on and after
the dates and in accordance with the terms established for such series pursuant
to Section 2.1 hereof. 


          Section 3.2 Notice of Redemption. 


          (a)
In case the Company shall desire to exercise such right to redeem all or, as
the case may be, a portion of the Securities of any series in accordance with
any right the Company reserved for itself to do so pursuant to Section 2.1
hereof, the Company shall, or shall cause the Trustee to, give notice of such
redemption to holders of the Securities of such series to be redeemed by
mailing, first class postage prepaid, a notice of such redemption not less than
30 days and not more than 90 days before the date fixed for redemption of that
series to such holders at their last addresses as they shall appear upon the
Security Register, unless a shorter period is specified in the Securities to be
redeemed. Any notice that is mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the registered
holder receives the notice. In any case, failure duly to give such notice to the
holder of any Security of any series designated for redemption in whole or in
part, or any defect in the notice, shall not affect the validity of the
proceedings for the redemption of any other Securities of such series or any
other series. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers’ Certificate evidencing compliance with any such
restriction. 


          Each
such notice of redemption shall specify the date fixed for redemption and the
redemption price at which Securities of that series are to be redeemed, and
shall state that payment of the redemption price of such Securities to be
redeemed will be made at the office or agency of the Company in the Borough of
Manhattan, the City and State of New York, upon presentation and surrender of
such Securities, that 


12





interest
accrued to the date fixed for redemption will be paid as specified in said
notice, that from and after said date interest will cease to accrue and that
the redemption is for a sinking fund, if such is the case. If less than all the
Securities of a series are to be redeemed, the notice to the holders of
Securities of that series to be redeemed in part shall specify the particular
Securities to be so redeemed. 


          In
case any Security is to be redeemed in part only, the notice that relates to
such Security shall state the portion of the principal amount thereof to be
redeemed, and shall state that on and after the redemption date, upon surrender
of such Security, a new Security or Securities of such series in principal
amount equal to the unredeemed portion thereof will be issued. 


          (b)
If less than all the Securities of a series are to be redeemed, the Company
shall give the Trustee at least 45 days’ notice in advance of the date fixed
for redemption as to the aggregate principal amount of Securities of the series
to be redeemed, and thereupon the Trustee shall select, by lot or in such other
manner as it shall deem appropriate and fair in its discretion and that may
provide for the selection of a portion or portions (equal to one thousand U.S.
dollars ($1,000) or any integral multiple thereof) of the principal amount of
such Securities of a denomination larger than $1,000, the Securities to be
redeemed and shall thereafter promptly notify the Company in writing of the
numbers of the Securities to be redeemed, in whole or in part. The Company may,
if and whenever it shall so elect, by delivery of instructions signed on its
behalf by its chief executive officer, president or any senior vice president
or vice president, instruct the Trustee or any paying agent to call all or any
part of the Securities of a particular series for redemption and to give notice
of redemption in the manner set forth in this Section, such notice to be in the
name of the Company or its own name as the Trustee or such paying agent may
deem advisable. In any case in which notice of redemption is to be given by the
Trustee or any such paying agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, the Trustee or such paying agent, as
the case may be, such Security Register, transfer books or other records, or
suitable copies or extracts therefrom, sufficient to enable the Trustee or such
paying agent to give any notice by mail that may be required under the
provisions of this Section. 


          Section 3.3 Payment Upon Redemption. 


          (a)
If the giving of notice of redemption shall have been completed as above
provided, the Securities or portions of Securities of the series to be redeemed
specified in such notice shall become due and payable on the date and at the
place stated in such notice at the applicable redemption price, together with
interest accrued to the date fixed for redemption and interest on such
Securities or portions of Securities shall cease to accrue on and after the
date fixed for redemption, unless the Company shall default in the payment of
such redemption price and accrued interest with respect to any such Security or
portion thereof. On presentation and surrender of such Securities on or after
the date fixed for redemption at the place of payment specified in the notice,
said Securities shall be paid and redeemed at the applicable redemption price
for such series, together with interest accrued thereon to the date fixed for
redemption (but if the date fixed for redemption is an interest payment date,
the interest installment payable on such date shall be payable to the
registered holder at the close of business on the applicable record date
pursuant to Section 2.3). 


          (b)
Upon presentation of any Security of such series that is to be redeemed in part
only, the Company shall execute and the Trustee shall authenticate and the
office or agency where the Security is presented shall deliver to the holder
thereof, at the expense of the Company, a new Security of the same series of
authorized denominations in principal amount equal to the unredeemed portion of
the Security so presented. 


13





          Section 3.4 Sinking Fund. 


          The
provisions of Sections 3.4, 3.5 and 3.6 shall be applicable to any sinking fund
for the retirement of Securities of a series, except as otherwise specified as
contemplated by Section 2.1 for Securities of such series. 


          The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund payment,”
and any payment in excess of such minimum amount provided for by the terms of
Securities of any series is herein referred to as an “optional sinking fund
payment”. If provided for by the terms of Securities of any series, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 3.5. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series. 


          Section 3.5 Satisfaction of Sinking Fund Payments
with Securities. 


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


          Section 3.6 Redemption of Securities for Sinking
Fund. 


          Not
less than 45 days 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 sinking fund payment for that series
pursuant to the terms of the series, the portion thereof, if any, that is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 3.5 and the basis for such credit and will, together with such
Officers’ Certificate, deliver to the Trustee any Securities to be so
delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 3.2 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 3.2. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Section 3.3. 


ARTICLE 4 

COVENANTS


          Section 4.1 Payment of Principal, Premium and
Interest. 


          The
Company will duly and punctually pay or cause to be paid the principal of (and
premium, if any) and interest on the Securities of that series at the time and
place and in the manner provided herein and established with respect to such
Securities. Payments of principal on the Securities may be made at the time
provided herein and established with respect to such Securities by U.S. dollar
check drawn on and mailed to the address of the Securityholder entitled thereto
as such address shall appear in the Security Register, or U.S. dollar wire
transfer to, a U.S. dollar account (such a wire transfer to be made only to a
Securityholder of an aggregate principal amount of Securities of the applicable
series in excess of two 


14





million U.S.
dollars ($2,000,000) and only if such Securityholder shall have furnished wire
instructions to the Trustee no later than 15 days prior to the relevant payment
date). Payments of interest on the Securities may be made at the time provided
herein and established with respect to such Securities by U.S. dollar check
mailed to the address of the Securityholder entitled thereto as such address
shall appear in the Security Register, or U.S. dollar wire transfer to, a U.S.
dollar account (such a wire transfer to be made only to a Securityholder of an
aggregate principal amount of Securities of the applicable series in excess of
two million U.S. dollars ($2,000,000) and only if such Securityholder shall
have furnished wire instructions in writing to the Security Registrar and the
Trustee no later than 15 days prior to the relevant payment date). 


          Section 4.2 Maintenance of Office or Agency. 


          So
long as any series of the Securities remain Outstanding, the Company agrees to
maintain an office or agency in the Borough of Manhattan, the City and State of
New York, with respect to each such series and at such other location or
locations as may be designated as provided in this Section 4.2, where
(i) Securities of that series may be presented for payment,
(ii) Securities of that series may be presented as herein above authorized
for registration of transfer and exchange, and (iii) notices and demands
to or upon the Company in respect of the Securities of that series and this
Indenture may be given or served, such designation to continue with respect to
such office or agency until the Company shall, by written notice signed by any
officer authorized to sign an Officers’ Certificate and delivered to the
Trustee, designate some other office or agency for such purposes or any of
them. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, notices and demands may be made or served at the Corporate
Trust Office of the Trustee, and the Company hereby appoints the Trustee as its
agent to receive all such presentations, notices and demands. The Company
initially appoints the corporate trust office of [________], an affiliate of the Trustee, located in the Borough of
Manhattan, the City of New York as its paying agent with respect to the
Securities. 


          Section 4.3 Paying Agents. 


          (a)
If the Company shall appoint one or more paying agents for all or any series of
the Securities, other than the Trustee, the Company will cause each such paying
agent to execute and deliver to the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section: 


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (2)
 that it will give the Trustee notice of any failure by the Company (or by any
 other obligor of such Securities) to make any payment of the principal of
 (and premium, if any) or interest on the Securities of that series when the
 same shall be due and payable; 

 
	
  

 	
  

 
	
  

 	
           (3)
 that it will, at any time during the continuance of any failure referred to
 in the preceding paragraph (a)(2) above, upon the written request of the
 Trustee, forthwith pay to the Trustee all sums so held in trust by such
 paying agent; and 

 
	
  

 	
  

 
	
  

 	
           (4)
 that it will perform all other duties of paying agent as set forth in this
 Indenture. 

 


15





          (b)
If the Company shall act as its own paying agent with respect to any series of
the Securities, it will on or before each due date of the principal of (and
premium, if any) or interest on Securities of that series, set aside, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay such principal (and premium, if any) or interest so becoming
due on Securities of that series until such sums shall be paid to such Persons
or otherwise disposed of as herein provided and will promptly notify the
Trustee of such action, or any failure (by it or any other obligor on such
Securities) to take such action. Whenever the Company shall have one or more
paying agents for any series of Securities, it will, prior to each due date of
the principal of (and premium, if any) or interest on any Securities of that
series, deposit with the paying agent a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal, premium or interest,
and (unless such paying agent is the Trustee) the Company will promptly notify
the Trustee of this action or failure so to act. 


          (c)
Notwithstanding anything in this Section to the contrary, (i) the agreement
to hold sums in trust as provided in this Section is subject to the provisions
of Section 11.5, and (ii) the Company may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for
any other purpose, pay, or direct any paying agent to pay, to the Trustee all
sums held in trust by the Company or such paying agent, such sums to be held by
the Trustee upon the same terms and conditions as those upon which such sums
were held by the Company or such paying agent; and, upon such payment by the
Company or any paying agent to the Trustee, the Company or such paying agent
shall be released from all further liability with respect to such money. 


          Section 4.4 Appointment to Fill Vacancy in Office
of Trustee. 


          The
Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 7.10, a Trustee,
so that there shall at all times be a Trustee hereunder. 


          Section 4.5 Compliance with Consolidation
Provisions. 


          The
Company will not, while any of the Securities remain Outstanding, consolidate
with or merge into any other Person, in either case where the Company is not
the survivor of such transaction, or sell or convey all or substantially all of
its property to any other Person unless the provisions of Article Ten hereof
are complied with. 


ARTICLE 5 

SECURITYHOLDERS’ LISTS AND REPORTS 

BY THE COMPANY AND THE TRUSTEE


          Section 5.1 Company to Furnish Trustee Names and
Addresses of Securityholders. 


          The
Company will furnish or cause to be furnished to the Trustee (a) on each
regular record date (as defined in Section 2.3) a list, in such form as
the Trustee may reasonably require, of the names and addresses of the holders
of each series of Securities as of such regular record date, provided that the
Company shall not be obligated to furnish or cause to furnish such list at any
time that the list shall not differ in any respect from the most recent list
furnished to the Trustee by the Company (however, if no regular record date is
applicable with respect to a series, the Company shall furnish or cause to be
furnished to the Trustee such list not later than May 16 and November 16 of
each year) and (b) at such other times as the Trustee may request in
writing within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to
the time such list is furnished; provided, however, that, in either case, no
such list need be furnished for any series for which the Trustee shall be the
Security Registrar. 


16





          Section 5.2 Preservation Of Information;
Communications With Securityholders. 


          (a)
The Trustee shall preserve, in as current a form as is reasonably practicable,
all information as to the names and addresses of the holders of Securities
contained in the most recent list furnished to it as provided in
Section 5.1 and as to the names and addresses of holders of Securities received
by the Trustee in its capacity as Security Registrar (if acting in such
capacity). 


          (b)
The Trustee may destroy any list furnished to it as provided in
Section 5.1 upon receipt of a new list so furnished. 


          (c)
Securityholders may communicate as provided in Section 312(b) of the Trust
Indenture Act with other Securityholders with respect to their rights under
this Indenture or under the Securities, and, in connection with any such
communications, the Trustee shall satisfy its obligations under
Section 312(b) of the Trust Indenture Act in accordance with the
provisions of Section 312(b) of the Trust Indenture Act. 


          Every
Securityholder, by receiving and holding the same, agrees with the Company and
the Trustee that neither the Company nor the Trustee nor any agent of either of
them shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of Securityholders in accordance with
Section 312(b) of the Trust Indenture Act, regardless of the source from which
such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Section 312(b) of the Trust Indenture Act. 


          Section 5.3 Reports by the Company. 


          The
Company covenants and agrees to provide a copy to the Trustee, within 15 days
after the Company is required to file the same with the Securities and Exchange
Commission, 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 Securities
and Exchange Commission may from time to time by rules and regulations
prescribe) that the Company may be required to file with the Securities and
Exchange Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act. If the Company is not required to file information, documents or
reports pursuant to either of said Sections, then it shall file with the
Trustee and the Securities and Exchange Commission, in accordance with rules
and regulations prescribed from time to time by such commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act, in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations. 


          The
Company further covenants and agrees to file with the Trustee and the
Securities and Exchange Commission, in accordance with rules and regulations
prescribed from time to time by such commission, such additional information,
documents and reports with respect to compliance by the Company with the
conditions and covenants of this Indenture as may be required from time to time
by such rules and regulations. 


          The
Company further covenants and agrees to transmit, within 30 days after the
filing thereof with the Trustee, to Securityholders, in the manner and to the
extent provided in Section 313(c) of the Trust Indenture Act, such summaries of
any information, documents and reports required to be filed by the Company
pursuant to the immediate two preceding paragraphs of this Section as may be
required by rules and regulations prescribed from time to time by the
Securities and Exchange Commission. 


          Section 5.4 Reports by the Trustee. 


          (a)
On or before May 1 in each year in which any of the Securities are
Outstanding, the Trustee shall transmit by mail, first class postage prepaid,
to the Securityholders, as their names and addresses appear upon the Security
Register, a brief report dated as of the preceding May 1, if and to the
extent required under Section 313(a) of the Trust Indenture Act. 


          (b)
The Trustee shall comply with Section 313(b) and 313(c) of the Trust
Indenture Act. 


          (c)
A copy of each such report shall, at the time of such transmission to
Securityholders, be filed by the Trustee with the Company, with each securities
exchange upon which any Securities are listed (if so listed) and also with the
Securities and Exchange Commission. The Company agrees to notify the Trustee
when any Securities become listed on any securities exchange. 


ARTICLE 6 

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

ON EVENT OF DEFAULT 


          Section 6.1 Events of Default. 


          (a)
Whenever used herein with respect to Securities of a particular series, “Event
of Default” means any one or more of the following events that has occurred and
is continuing: 


	
  

 	
  

 
	
  

 	
           (1)
 the Company defaults in the payment of any installment of interest upon any
 of the Securities of that series, as and when the same shall become due and
 payable, and such default continues for a period of 90 days; provided,
 however, that a valid extension of an interest payment period by the Company
 in accordance with the terms of any indenture supplemental hereto shall not
 constitute a default in the payment of interest for this purpose; 

 


17









	
  

 	
  

 
	
  

 	
           (2)
 the Company defaults in the payment of the principal of (or premium, if any,
 on) any of the Securities of that series as and when the same shall become
 due and payable whether at maturity, upon redemption, by declaration or
 otherwise, or in any payment required by any sinking or analogous fund
 established with respect to that series; provided, however, that a valid
 extension of the maturity of such Securities in accordance with the terms of
 any indenture supplemental hereto shall not constitute a default in the
 payment of principal or premium, if any; 

 
	
  

 	
  

 
	
  

 	
           (3)
 the Company fails to observe or perform any other of its covenants or
 agreements with respect to that series contained in this Indenture or
 otherwise established with respect to that series of Securities pursuant to
 Section 2.1 hereof (other than a covenant or agreement that has been
 expressly included in this Indenture solely for the benefit of one or more
 series of Securities other than such series) for a period of 90 days after
 the date on which written notice of such failure, requiring the same to be
 remedied and stating that such notice is a “Notice of Default” hereunder,
 shall have been given to the Company by the Trustee, by registered or
 certified mail, or to the Company and the Trustee by the holders of at least
 25% in principal amount of the Securities of that series at the time
 Outstanding; 

 
	
  

 	
  

 
	
  

 	
           (4)
 the Company pursuant to or within the meaning of any Bankruptcy Law
 (i) commences a voluntary case, (ii) consents to the entry of an
 order for relief against it in an involuntary case, (iii) consents to
 the appointment of a Custodian of it or for all or substantially all of its
 property or (iv) makes a general assignment for the benefit of its
 creditors; or 

 
	
  

 	
  

 
	
  

 	
           (5)
 a court of competent jurisdiction enters an order under any Bankruptcy Law that
 (i) is for relief against the Company in an involuntary case,
 (ii) appoints a Custodian of the Company for all or substantially all of
 its property or (iii) orders the liquidation of the Company, and the
 order or decree remains unstayed and in effect for 90 days. 

 



          (b)
In each and every such case (other than an Event of Default specified in clause
(4) or clause (5) above), unless the principal of all the Securities
of that series shall have already become due and payable, either the Trustee or
the holders of not less than 25% in aggregate principal amount of the
Securities of that series then Outstanding hereunder, by notice in writing to
the Company (and to the Trustee if given by such Securityholders), may declare
the principal of (and premium, if any, on) and accrued and unpaid interest on
all the Securities of that series to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and
payable. If an Event of Default specified in clause (4) or clause
(5) above occurs, the principal of and accrued and unpaid interest on all
the Securities of that series shall automatically be immediately due and
payable without any declaration or other act on the part of the Trustee or the
holders of the Securities. 


          (c)
At any time after the principal of (and premium, if any, on) and accrued and
unpaid interest on the Securities of that series shall have been so declared
due and payable, and before any judgment or decree for the payment of the moneys
due shall have been obtained or entered as hereinafter provided, the holders of
a majority in aggregate principal amount of the Securities of that series then
Outstanding hereunder, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if: (i) the
Company has paid or deposited with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Securities of that series and the
principal of (and premium, if any, on) any and all Securities of that series
that shall have become due otherwise than by acceleration (with interest upon
such principal and premium, if any, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest, at the
rate per annum expressed in the 


18





Securities of
that series to the date of such payment or deposit) and the amount payable to
the Trustee under Section 7.6, and (ii) any and all Events of Default
under the Indenture with respect to such series, other than the nonpayment of
principal on (and premium, if any, on) and accrued and unpaid interest on
Securities of that series that shall not have become due by their terms, shall
have been remedied or waived as provided in Section 6.6. 


          No
such rescission and annulment shall extend to or shall affect any subsequent
default or impair any right consequent thereon. 


          (d)
In case the Trustee shall have proceeded to enforce any right with respect to
Securities of that series under this Indenture and such proceedings shall have
been discontinued or abandoned because of such rescission or annulment or for
any other reason or shall have been determined adversely to the Trustee, then
and in every such case, subject to any determination in such proceedings, the
Company and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Company and the Trustee shall continue as though no such proceedings had been
taken. 


          Section 6.2 Collection of Indebtedness and Suits
for Enforcement by Trustee. 


          (a)
The Company covenants that (i) in case it shall default in the payment of
any installment of interest on any of the Securities of a series, and such
default shall have continued for a period of 90 Business Days, or (ii) in
case it shall default in the payment of the principal of (or premium, if any,
on) any of the Securities of a series when the same shall have become due and
payable, whether upon maturity of the Securities of a series or upon redemption
or upon declaration or otherwise, or in any payment required by any sinking or
analogous fund established with respect to that series as and when the same
shall have become due and payable, then, upon demand of the Trustee, the
Company will pay to the Trustee, for the benefit of the holders of the
Securities of that series, the whole amount that then shall have been become
due and payable on all such Securities for principal (and premium, if any) or
interest, or both, as the case may be, with interest upon the overdue principal
(and premium, if any) and (to the extent that payment of such interest is
enforceable under applicable law) upon overdue installments of interest at the
rate per annum expressed in the Securities of that series; and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, and the amount payable to the Trustee under
Section 7.6. 


          (b)
If the Company shall fail to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be entitled
and empowered to institute any action or proceedings at law or in equity for
the collection of the sums so due and unpaid, and may prosecute any such action
or proceeding to judgment or final decree, and may enforce any such judgment or
final decree against the Company or other obligor upon the Securities of that
series and collect the moneys adjudged or decreed to be payable in the manner
provided by law or equity out of the property of the Company or other obligor
upon the Securities of that series, wherever situated. 


          (c)
In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or judicial proceedings
affecting the Company, or its creditors or property, the Trustee shall have
power to intervene in such proceedings and take any action therein that may be
permitted by the court and shall (except as may be otherwise provided by law)
be entitled to file such proofs of claim and other papers and documents as may
be necessary or advisable in order to have the claims of the Trustee and of the
holders of Securities of such series allowed for the entire amount due and
payable by the Company under the Indenture at the date of institution of such
proceedings and for any additional amount that may become due and payable by
the Company after such date, and to collect and receive any moneys or other
property payable or deliverable on any such claim, and to distribute the same 


19





after the
deduction of the amount payable to the Trustee under Section 7.6; and any
receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the holders of Securities of such series to make such
payments to the Trustee, and, in the event that the Trustee shall consent to
the making of such payments directly to such Securityholders, to pay to the
Trustee any amount due it under Section 7.6. 


          (d)
All rights of action and of asserting claims under this Indenture, or under any
of the terms established with respect to Securities of that series, may be
enforced by the Trustee without the possession of any of such Securities, or
the production thereof at any trial or other proceeding relative thereto, and
any such suit or proceeding instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment shall,
after provision for payment to the Trustee of any amounts due under Section 7.6,
be for the ratable benefit of the holders of the Securities of such series. 


          In
case of an Event of Default hereunder, the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant
or agreement contained in the Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law. 


          Nothing
contained herein shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Securityholder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
of that series or the rights of any holder thereof or to authorize the Trustee
to vote in respect of the claim of any Securityholder in any such proceeding. 


          Section 6.3 Application of Moneys Collected. 


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


          FIRST:
To the payment of reasonable costs and expenses of collection and of all
amounts payable to the Trustee under Section 7.6; 


          SECOND:
To the payment of all indebtedness of the Company to which such series of
Securities is subordinated to the extent required by Article Fourteen; 


          THIRD:
To the payment of the amounts then due and unpaid upon Securities of such
series for principal (and premium, if any) and interest, in respect of which or
for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on
such Securities for principal (and premium, if any) and interest, respectively;
and 


          FOURTH:
To the payment of the remainder, if any, to the Company or any other Person
lawfully entitled thereto. 


20





          Section 6.4 Limitation on Suits. 


          No
holder of any Security of any series shall have any right by virtue or by
availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy hereunder,
unless (i) such holder previously shall have given to the Trustee written
notice of an Event of Default and of the continuance thereof with respect to
the Securities of such series specifying such Event of Default, as hereinbefore
provided; (ii) the holders of not less than 25% in aggregate principal
amount of the Securities of such series then Outstanding shall have made
written request upon the Trustee to institute such action, suit or proceeding
in its own name as Trustee hereunder; (iii) such holder or holders shall
have offered to the Trustee such reasonable indemnity as it may require against
the costs, expenses and liabilities to be incurred therein or thereby;
(iv) the Trustee for 90 days after its receipt of such notice, request and
offer of indemnity, shall have failed to institute any such action, suit or
proceeding and (v) during such 90 day period, the holders of a majority in
principal amount of the Securities of that series do not give the Trustee a
direction inconsistent with the request. 


          Notwithstanding
anything contained herein to the contrary or any other provisions of this
Indenture, the right of any holder of any Security to receive payment of the
principal of (and premium, if any) and interest on such Security, as therein
provided, on or after the respective due dates expressed in such Security (or
in the case of redemption, on the redemption date), or to institute suit for
the enforcement of any such payment on or after such respective dates or
redemption date, shall not be impaired or affected without the consent of such
holder and by accepting a Security hereunder it is expressly understood,
intended and covenanted by the taker and holder of every Security of such
series with every other such taker and holder and the Trustee, that no one or
more holders of Securities of such series shall have any right in any manner
whatsoever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any other of such Securities,
or to obtain or seek to obtain priority over or preference to any other such
holder, or to enforce any right under this Indenture, except in the manner
herein provided and for the equal, ratable and common benefit of all holders of
Securities of such series. For the protection and enforcement of the provisions
of this Section, each and every Securityholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity. 


          Section 6.5 Rights and Remedies Cumulative; Delay
or Omission Not Waiver. 


          (a)
Except as otherwise provided in Section 2.7, all powers and remedies given
by this Article to the Trustee or to the Securityholders shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any other powers
and remedies available to the Trustee or the holders of the Securities, by
judicial proceedings or otherwise, to enforce the performance or observance of
the covenants and agreements contained in this Indenture or otherwise established
with respect to such Securities. 


          (b)
No delay or omission of the Trustee or of any holder of any of the Securities
to exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power, or shall be
construed to be a waiver of any such default or an acquiescence therein; and,
subject to the provisions of Section 6.4, every power and remedy given by
this Article or by law to the Trustee or the Securityholders may be exercised from
time to time, and as often as shall be deemed expedient, by the Trustee or by
the Securityholders. 


          Section 6.6 Control by Securityholders. 


          The
holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding, determined in accordance with Section 8.4,
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 


21





power
conferred on the Trustee with respect to such series; provided, however, that
such direction shall not be in conflict with any rule of law or with this
Indenture. Subject to the provisions of Section 7.1, the Trustee shall
have the right to decline to follow any such direction if the Trustee in good
faith shall, by a Responsible Officer or officers of the Trustee, determine
that the proceeding so directed, subject to the Trustee’s duties under the
Trust Indenture Act, would involve the Trustee in personal liability or might
be unduly prejudicial to the Securityholders not involved in the proceeding.
The holders of a majority in aggregate principal amount of the Securities of
any series at the time Outstanding affected thereby, determined in accordance
with Section 8.4, may on behalf of the holders of all of the Securities of
such series waive any past default in the performance of any of the covenants
contained herein or established pursuant to Section 2.1 with respect to
such series and its consequences, except a default in the payment of the
principal of, or premium, if any, or interest on, any of the Securities of that
series as and when the same shall become due by the terms of such Securities
otherwise than by acceleration (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and principal and any
premium has been deposited with the Trustee (in accordance with
Section 6.1(c)). Upon any such waiver, the default covered thereby shall
be deemed to be cured for all purposes of this Indenture and the Company, the
Trustee and the holders of the Securities of such series shall be restored to
their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other default or impair any right consequent
thereon. 


          Section 6.7 Undertaking to Pay Costs. 


          All
parties to this Indenture agree, and each holder of any Securities by such
holder’s acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding more than 10% in aggregate principal amount of the
Outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security of such series, on or after the
respective due dates expressed in such Security or established pursuant to this
Indenture. 


ARTICLE 7 

CONCERNING THE TRUSTEE


          Section 7.1 Certain Duties and Responsibilities
of Trustee. 


          (a)
The Trustee, prior to the occurrence of an Event of Default with respect to the
Securities of a series and after the curing of all Events of Default with
respect to the Securities of that series that may have occurred, shall
undertake to perform with respect to the Securities of such series such duties
and only such duties as are specifically set forth in this Indenture, and no
implied covenants shall be read into this Indenture against the Trustee. In
case an Event of Default with respect to the Securities of a series has
occurred (that has not been cured or waived), the Trustee shall exercise with
respect to Securities of that series such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in their exercise,
as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs. 


          (b)
No provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or
its own willful misconduct, except that: 


22









	
  

 	
  

 	
  

 
	
  

 	
           (i)
 prior to the occurrence of an Event of Default with respect to the Securities
 of a series and after the curing or waiving of all such Events of Default
 with respect to that series that may have occurred: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (A)
 the duties and obligations of the Trustee shall with respect to the Securities
 of such series be determined solely by the express provisions of this
 Indenture, and the Trustee shall not be liable with respect to the Securities
 of such series except for the performance of such duties and obligations as
 are specifically set forth in this Indenture, and no implied covenants or
 obligations shall be read into this Indenture against the Trustee; and 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
           (ii)
 the Trustee shall not be liable for any error of judgment made in good faith
 by a Responsible Officer or Responsible Officers of the Trustee, unless it
 shall be proved that the Trustee was negligent in ascertaining the pertinent
 facts; 

 
	
  

 	
  

 	
  

 
	
  

 	
           (iii)
 the Trustee shall not be liable with respect to any action taken or omitted
 to be taken by it in good faith in accordance with the direction of the
 holders of not less than a majority in principal amount of the Securities of
 any series at the time Outstanding relating to the time, method and place of
 conducting any proceeding for any remedy available to the Trustee, or
 exercising any trust or power conferred upon the Trustee under this Indenture
 with respect to the Securities of that series; and 

 
	
  

 	
  

 	
  

 
	
  

 	
           (iv)
 None of the provisions contained in this Indenture shall require the Trustee
 to expend or risk its own funds or otherwise incur personal financial
 liability in the performance of any of its duties or in the exercise of any
 of its rights or powers if there is reasonable ground for believing that the
 repayment of such funds or liability is not reasonably assured to it under
 the terms of this Indenture or adequate indemnity against such risk is not
 reasonably assured to it. 

 



          Section 7.2 Certain Rights of Trustee. 


          Except
as otherwise provided in Section 7.1: 


          (a)
The Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond, security or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper party or parties; 


          (b)
Any request, direction, order or demand of the Company mentioned herein shall
be sufficiently evidenced by a Board Resolution or an instrument signed in the
name of the Company by any authorized officer of the Company (unless other
evidence in respect thereof is specifically prescribed herein); 


23





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


          (d)
The Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request, order or direction of any
of the Securityholders pursuant to the provisions of this Indenture, unless
such Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities that may be incurred
therein or thereby; nothing contained herein shall, however, relieve the
Trustee of the obligation, upon the occurrence of an Event of Default with
respect to a series of the Securities (that has not been cured or waived), to
exercise with respect to Securities of that series such of the rights and
powers vested in it by this Indenture, and to use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs; 


          (e)
The Trustee shall not be liable for any action taken or omitted to be taken by
it in good faith and believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Indenture; 


          (f)
The Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond, security, or other
papers or documents, unless requested in writing so to do by the holders of not
less than a majority in principal amount of the Outstanding Securities of the
particular series affected thereby (determined as provided in
Section 8.4); provided, however, that if the payment within a reasonable
time to the Trustee of the costs, expenses or liabilities likely to be incurred
by it in the making of such investigation is, in the opinion of the Trustee,
not reasonably assured to the Trustee by the security afforded to it by the
terms of this Indenture, the Trustee may require reasonable indemnity against
such costs, expenses or liabilities as a condition to so proceeding. The
reasonable expense of every such examination shall be paid by the Company or,
if paid by the Trustee, shall be repaid by the Company upon demand; and 


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


          Section 7.3 Trustee Not Responsible for Recitals
or Issuance or Securities. 


          (a)
The recitals contained herein and in the Securities shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same. 


          (b)
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. 


          (c)
The Trustee shall not be accountable for the use or application by the Company
of any of the Securities or of the proceeds of such Securities, or for the use
or application of any moneys paid over by the Trustee in accordance with any
provision of this Indenture or established pursuant to Section 2.1, or for
the use or application of any moneys received by any paying agent other than
the Trustee. 


24





          Section 7.4 May Hold Securities. 


          The
Trustee or any paying agent or Security Registrar, in its individual or any
other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not Trustee, paying agent or Security
Registrar. 


          Section 7.5 Moneys Held in Trust. 


          Subject
to the provisions of Section 11.5, all moneys received by the Trustee
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any moneys received by it hereunder except such as it
may agree with the Company to pay thereon. 


          Section 7.6 Compensation and Reimbursement. 


          (a)
The Company covenants and agrees to pay to the Trustee, and the Trustee shall
be entitled to, such reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust) as the Company and the Trustee may from time to time agree in writing,
for all services rendered by it in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties hereunder
of the Trustee, and, except as otherwise expressly provided herein, the Company
will pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all Persons not
regularly in its employ), except any such expense, disbursement or advance as
may arise from its negligence or bad faith and except as the Company and
Trustee may from time to time agree in writing. The Company also covenants to
indemnify the Trustee (and its officers, agents, directors and employees) for,
and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Trustee and arising out of
or in connection with the acceptance or administration of this trust, including
the reasonable costs and expenses of defending itself against any claim of
liability in the premises. 


          (b)
The obligations of the Company under this Section to compensate and indemnify
the Trustee and to pay or reimburse the Trustee for reasonable expenses,
disbursements and advances shall constitute indebtedness of the Company to
which the Securities are subordinated. Such additional indebtedness shall be
secured by a lien prior to that of the Securities upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the
benefit of the holders of particular Securities. 


          Section 7.7 Reliance on Officers’ Certificate. 


          Except
as otherwise provided in Section 7.1, whenever in the administration of
the provisions of this Indenture the Trustee shall deem it reasonably necessary
or desirable that a matter be proved or established prior to taking or
suffering or omitting to take any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers’ Certificate delivered to
the Trustee and such certificate, in the absence of negligence or bad faith on
the part of the Trustee, shall be full warrant to the Trustee for any action
taken, suffered or omitted to be taken by it under the provisions of this
Indenture upon the faith thereof. 


25





          Section 7.8 Section 7.8 Disqualification;
Conflicting Interests. 


          If
the Trustee has or shall acquire any “conflicting interest” within the meaning
of Section 310(b) of the Trust Indenture Act, the Trustee and the Company
shall in all respects comply with the provisions of Section 310(b) of the
Trust Indenture Act. 


          Section 7.9 Corporate Trustee Required;
Eligibility. 


          There
shall at all times be a Trustee with respect to the Securities issued hereunder
which shall at all times be a corporation organized and doing business under
the laws of the United States of America or any state or territory thereof or
of the District of Columbia, or a corporation or other Person permitted to act
as trustee by the Securities and Exchange Commission, authorized under such
laws to exercise corporate trust powers, having (or, in the case of a
subsidiary of a bank holding company, its bank holding company parent shall
have) a combined capital and surplus of at least fifty million U.S. dollars
($50,000,000), and subject to supervision or examination by federal, state,
territorial, or District of Columbia authority. 


          If
such corporation or other Person publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation or other Person shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. The Company may not, nor may any Person directly or
indirectly controlling, controlled by, or under common control with the
Company, serve as Trustee. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in
Section 7.10. 


Section 7.10 Resignation and Removal; Appointment
of Successor. 


          (a)
The Trustee or any successor hereafter appointed may at any time resign with
respect to the Securities of one or more series by giving written notice
thereof to the Company and by transmitting notice of resignation by mail, first
class postage prepaid, to the Securityholders of such series, as their names
and addresses appear upon the Security Register. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee with
respect to Securities of such series by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the mailing of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee with respect to Securities of such series, or any
Securityholder of that series who has been a bona fide holder of a Security or
Securities for at least six months may on behalf of himself and all others
similarly situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon after such notice, if any, as it may deem
proper and prescribe, appoint a successor trustee. 


          (b)
In case at any time any one of the following shall occur: 


	
  

 	
  

 
	
  

 	
           (i)
 the Trustee shall fail to comply with the provisions of Section 7.8
 after written request therefor by the Company or by any Securityholder who
 has been a bona fide holder of a Security or Securities for at least six
 months; or 

 
	
  

 	
  

 
	
  

 	
           (ii)
 the Trustee shall cease to be eligible in accordance with the provisions of
 Section 7.9 and shall fail to resign after written request therefor by
 the Company or by any such Securityholder; or 

 


26









	
  

 	
  

 
	
  

 	
           (iii)
 the Trustee shall become incapable of acting, or shall be adjudged a bankrupt
 or insolvent, or commence a voluntary bankruptcy proceeding, or a receiver of
 the Trustee or of its property shall be appointed or consented to, or any
 public officer shall take charge or control of the Trustee or of its property
 or affairs for the purpose of rehabilitation, conservation or liquidation;

 



          then, in any
such case, the Company may remove the Trustee with respect to all Securities
and appoint a successor trustee by written instrument, in duplicate, executed
by order of the Board of Directors, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee, or
any Securityholder who has been a bona fide holder of a Security or Securities
for at least six months may, on behalf of that holder and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor trustee. Such court may thereupon
after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor trustee. 


          (c)
The holders of a majority in aggregate principal amount of the Securities of
any series at the time Outstanding may at any time remove the Trustee with
respect to such series by so notifying the Trustee and the Company and may
appoint a successor Trustee for such series with the consent of the Company. 


          (d)
Any resignation or removal of the Trustee and appointment of a successor
trustee with respect to the Securities of a series pursuant to any of the
provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 7.11. 


          (e)
Any successor trustee appointed pursuant to this Section may be appointed with
respect to the Securities of one or more series or all of such series, and at
any time there shall be only one Trustee with respect to the Securities of any
particular series. 


          Section 7.11 Acceptance of Appointment By
Successor. 


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


          (b)
In case of the appointment hereunder of a successor trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor trustee with respect to the Securities of one or
more series shall execute and deliver an indenture supplemental hereto wherein
each successor trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor trustee
relates, (ii) shall contain such provisions as shall be deemed necessary
or desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (iii) shall add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall 


27






constitute
such Trustees co-trustees of the same trust, that each such Trustee shall be
trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee and that no Trustee
shall be responsible for any act or failure to act on the part of any other
Trustee hereunder; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein, such retiring Trustee shall with
respect to the Securities of that or those series to which the appointment of
such successor trustee relates have no further responsibility for the exercise
of rights and powers or for the performance of the duties and obligations
vested in the Trustee under this Indenture, and each such successor trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
trustee relates; but, on request of the Company or any successor trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
trustee, to the extent contemplated by such supplemental indenture, the
property and money held by such retiring Trustee hereunder with respect to the
Securities of that or those series to which the appointment of such successor
trustee relates. 


          (c)
Upon request of any such successor trustee, the Company shall execute any and
all instruments for more fully and certainly vesting in and confirming to such
successor trustee all such rights, powers and trusts referred to in paragraph
(a) or (b) of this Section, as the case may be. 


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


          (e)
Upon acceptance of appointment by a successor trustee as provided in this Section,
the Company shall transmit notice of the succession of such trustee hereunder
by mail, first class postage prepaid, to the Securityholders, as their names
and addresses appear upon the Security Register. If the Company fails to
transmit such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be
transmitted at the expense of the Company. 


          Section 7.12 Merger, Conversion, Consolidation or
Succession to Business. 


          Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee (including the administration of the trust created by this Indenture),
shall be the successor of the Trustee hereunder, provided that such corporation
shall be qualified under the provisions of Section 7.8 and eligible under
the provisions of Section 7.9, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities. 


          Section 7.13 Preferential Collection of Claims
Against the Company. 


          The
Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship described in Section 311(b) of the
Trust Indenture Act. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act to the extent
included therein. 


28





          Section 7.14 Notice of Default 


          If
any Default or any Event of Default occurs and is continuing and if such
Default or Event of Default is known to a Responsible Officer of the Trustee,
the Trustee shall mail to each Securityholder in the manner and to the extent
provided in Section 313(c) of the Trust Indenture Act notice of the
Default or Event of Default within 45 days after it occurs, unless such Default
or Event of Default has been cured; provided,
however, that, except in the case of a default in the payment of the
principal of (or premium, if any) or interest on any Security, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Securityholders. 


ARTICLE 8 

CONCERNING THE SECURITYHOLDERS


          Section 8.1 Evidence of Action by
Securityholders. 


          Whenever
in this Indenture it is provided that the holders of a majority or specified
percentage in aggregate principal amount of the Securities of a particular
series may take any action (including the making of any demand or request, the
giving of any notice, consent or waiver or the taking of any other action), the
fact that at the time of taking any such action the holders of such majority or
specified percentage of that series have joined therein may be evidenced by any
instrument or any number of instruments of similar tenor executed by such
holders of Securities of that series in person or by agent or proxy appointed
in writing. 


          If
the Company shall solicit from the Securityholders of any series any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Company may, at its option, as evidenced by an Officers’ Certificate, fix in
advance a record date for such series for the determination of Securityholders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other action, but the Company shall have no obligation to do
so. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other action may be given before or after
the record date, but only the Securityholders of record at the close of
business on the record date shall be deemed to be Securityholders for the
purposes of determining whether Securityholders of the requisite proportion of
Outstanding Securities of that series have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or
other action, and for that purpose the Outstanding Securities of that series
shall be computed as of the record date; provided, however, that no such
authorization, agreement or consent by such Securityholders on the record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date. 


          Section 8.2 Proof of Execution by
Securityholders. 


          Subject
to the provisions of Section 7.1, proof of the execution of any instrument
by a Securityholder (such proof will not require notarization) or his agent or
proxy and proof of the holding by any Person of any of the Securities shall be
sufficient if made in the following manner: 


          (a) The fact and date of the execution by any such Person of any instrument may
be proved in any reasonable manner acceptable to the Trustee. 


          (b) The ownership of Securities shall be proved by the Security Register of
such Securities or by a certificate of the Security Registrar thereof. 


29





          The
Trustee may require such additional proof of any matter referred to in this
Section as it shall deem necessary. 


          Section 8.3 Who May be Deemed Owners. 


          Prior
to the due presentment for registration of transfer of any Security, the
Company, the Trustee, any paying agent and any Security Registrar may deem and
treat the Person in whose name such Security shall be registered upon the books
of the Company as the absolute owner of such Security (whether or not such
Security shall be overdue and notwithstanding any notice of ownership or
writing thereon made by anyone other than the Security Registrar) for the purpose
of receiving payment of or on account of the principal of, premium, if any, and
(subject to Section 2.3) interest on such Security and for all other
purposes; and neither the Company nor the Trustee nor any paying agent nor any
Security Registrar shall be affected by any notice to the contrary. 


          Section 8.4 Certain Securities Owned by Company
Disregarded. 


          In
determining whether the holders of the requisite aggregate principal amount of
Securities of a particular series have concurred in any direction, consent or
waiver under this Indenture, the Securities of that series that are owned by
the Company or any other obligor on the Securities of that series or by any
Person directly or indirectly controlling or controlled by or under common
control with the Company or any other obligor on the Securities of that series
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver,
only Securities of such series that the Trustee actually knows are so owned
shall be so disregarded. The Securities so owned that have been pledged in good
faith may be regarded as Outstanding for the purposes of this Section, if the
pledgee shall establish to the satisfaction of the Trustee the pledgee’s right
so to act with respect to such Securities and that the pledgee is not a Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any such other obligor. In case of a dispute
as to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee. 


          Section 8.5 Actions Binding on Future
Securityholders. 


          At
any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.1, of the taking of any action by the holders of the majority or
percentage in aggregate principal amount of the Securities of a particular
series specified in this Indenture in connection with such action, any holder
of a Security of that series that is shown by the evidence to be included in
the Securities the holders of which have consented to such action may, by
filing written notice with the Trustee, and upon proof of holding as provided
in Section 8.2, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by the holder of any Security shall
be conclusive and binding upon such holder and upon all future holders and
owners of such Security, and of any Security issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether
or not any notation in regard thereto is made upon such Security. Any action
taken by the holders of the majority or percentage in aggregate principal
amount of the Securities of a particular series specified in this Indenture in
connection with such action shall be conclusively binding upon the Company, the
Trustee and the holders of all the Securities of that series. 


30





ARTICLE 9 

SUPPLEMENTAL INDENTURES


          Section 9.1 Supplemental Indentures Without the
Consent of Securityholders. 


          In
addition to any supplemental indenture otherwise authorized by this Indenture,
the Company and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect), without the consent
of the Securityholders, for one or more of the following purposes: 


          (a)
to cure any ambiguity, defect, or inconsistency herein or in the Securities of
any series; 


          (b)
to comply with Article Ten; 


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


          (d)
to add to the covenants, restrictions, conditions or provisions relating to the
Company for the benefit of the holders of all or any series of Securities (and
if such covenants, restrictions, conditions or provisions are to be for the
benefit of less than all series of Securities, stating that such covenants,
restrictions, conditions or provisions are expressly being included solely for
the benefit of such series), to make the occurrence, or the occurrence and the
continuance, of a default in any such additional covenants, restrictions,
conditions or provisions an Event of Default, or to surrender any right or
power herein conferred upon the Company; 


          (e)
to add to, delete from, or revise the conditions, limitations, and restrictions
on the authorized amount, terms, or purposes of issue, authentication, and
delivery of Securities, as herein set forth; 


          (f)
to make any change that does not adversely affect the rights of any
Securityholder in any material respect; 


          (g)
to provide for the issuance of and establish the form and terms and conditions
of the Securities of any series as provided in Section 2.1, to establish
the form of any certifications required to be furnished pursuant to the terms
of this Indenture or any series of Securities, or to add to the rights of the
holders of any series of Securities; 


          (h)
to evidence and provide for the acceptance of appointment hereunder by a
successor trustee; or 


          (i)
to comply with any requirements of the Securities and Exchange Commission or
any successor in connection with the qualification of this Indenture under the
Trust Indenture Act. 


          The
Trustee is hereby authorized to join with the Company in the execution of any
such supplemental indenture, and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into any such supplemental indenture that affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise. 


          Any
supplemental indenture authorized by the provisions of this Section may be
executed by the Company and the Trustee without the consent of the holders of
any of the Securities at the time Outstanding, notwithstanding any of the
provisions of Section 9.2. 


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          Section 9.2 Supplemental Indentures With Consent
of Securityholders. 


          With
the consent (evidenced as provided in Section 8.1) of the holders of not
less than a majority in aggregate principal amount of the Securities of each
series affected by such supplemental indenture or indentures at the time
Outstanding, the Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect) for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any manner not
covered by Section 9.1 the rights of the holders of the Securities of such
series under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the holders of each Security then Outstanding and
affected thereby, (a) extend the fixed maturity of any Securities of any
series, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any premium payable upon the
redemption thereof or (b) reduce the aforesaid percentage of Securities,
the holders of which are required to consent to any such supplemental
indenture. 


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


          Section 9.3 Effect of Supplemental Indentures. 


          Upon
the execution of any supplemental indenture pursuant to the provisions of this
Article or of Section 10.1, this Indenture shall, with respect to such
series, be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and
immunities under this Indenture of the Trustee, the Company and the holders of
Securities of the series affected thereby shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes. 


          Section 9.4 Securities Affected by Supplemental
Indentures. 


          Securities
of any series affected by a supplemental indenture, authenticated and delivered
after the execution of such supplemental indenture pursuant to the provisions
of this Article or of Section 10.1, may bear a notation in form approved
by the Company, provided such form meets the requirements of any securities
exchange upon which such series may be listed, as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Securities
of that series so modified as to conform, in the opinion of the Board of
Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Company, authenticated by the
Trustee and delivered in exchange for the Securities of that series then
Outstanding. 


          Section 9.5 Execution of Supplemental Indentures.



          Upon
the request of the Company, accompanied by its Board Resolutions authorizing
the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Securityholders required to consent
thereto as aforesaid, the Trustee shall join with the Company in the execution
of such supplemental indenture unless such supplemental indenture affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion but shall not be obligated to
enter into such supplemental indenture. The Trustee, subject to the provisions
of Section 7.1, may receive an Officers’ Certificate or an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed
pursuant to this Article is authorized or permitted by, 


32





and conforms to,
the terms of this Article and that it is proper for the Trustee under the
provisions of this Article to join in the execution thereof; provided, however,
that such Officers’ Certificate or Opinion of Counsel need not be provided in
connection with the execution of a supplemental indenture that establishes the
terms of a series of Securities pursuant to Section 2.1 hereof. 


          Promptly
after the execution by the Company and the Trustee of any supplemental
indenture pursuant to the provisions of this Section, the Trustee shall
transmit by mail, first class postage prepaid, a notice, setting forth in
general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and addresses
appear upon the Security Register. Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture. 


ARTICLE 10 

SUCCESSOR ENTITY


          Section 10.1 Company May Consolidate, Etc. 


          Except
as provided pursuant to Section 2.1 pursuant to a Board Resolution, and
set forth in an Officers’ Certificate, or established in one or more indentures
supplemental to this Indenture, nothing contained in this Indenture shall
prevent any consolidation or merger of the Company with or into any other
Person (whether or not affiliated with the Company) or successive
consolidations or mergers in which the Company or its successor or successors
shall be a party or parties, or shall prevent any sale, conveyance, transfer or
other disposition of the property of the Company or its successor or successors
as an entirety, or substantially as an entirety, to any other corporation
(whether or not affiliated with the Company or its successor or successors)
authorized to acquire and operate the same; provided, however, the Company
hereby covenants and agrees that, upon any such consolidation or merger (in
each case, if the Company is not the survivor of such transaction), sale, conveyance,
transfer or other disposition, (a) the due and punctual payment of the
principal of (premium, if any) and interest on all of the Securities of all
series in accordance with the terms of each series, according to their tenor,
and the due and punctual performance and observance of all the covenants and
conditions of this Indenture with respect to each series or established with
respect to such series pursuant to Section 2.1 to be kept or performed by
the Company shall be expressly assumed, by supplemental indenture (which shall
conform to the provisions of the Trust Indenture Act, as then in effect)
reasonably satisfactory in form to the Trustee executed and delivered to the
Trustee by the entity formed by such consolidation, or into which the Company shall
have been merged, or by the entity which shall have acquired such property and
(b) in the event that the Securities of any series then Outstanding are
convertible into or exchangeable for shares of common stock or other securities
of the Company, such entity shall, by such supplemental indenture, make
provision so that the Securityholders of Securities of that series shall
thereafter be entitled to receive upon conversion or exchange of such
Securities the number of securities or property to which a holder of the number
of shares of common stock or other securities of the Company deliverable upon
conversion or exchange of those Securities would have been entitled had such
conversion or exchange occurred immediately prior to such consolidation,
merger, sale, conveyance, transfer or other disposition. 


          Section 10.2 Successor Entity Substituted. 


          (a)
In case of any such consolidation, merger, sale, conveyance, transfer or other
disposition and upon the assumption by the successor entity by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to
the Trustee, of the obligations set forth under Section 10.1 on all of the
Securities of all series Outstanding, such successor entity shall succeed to
and be substituted for the Company with the same effect as if it had been named
as the Company herein, and thereupon the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture and the
Securities. 


33





          (b)
In case of any such consolidation, merger, sale, conveyance, transfer or other
disposition, such changes in phraseology and form (but not in substance) may be
made in the Securities thereafter to be issued as may be appropriate. 


          (c)
Nothing contained in this Article shall require any action by the Company in
the case of a consolidation or merger of any Person into the Company where the
Company is the survivor of such transaction, or the acquisition by the Company,
by purchase or otherwise, of all or any part of the property of any other
Person (whether or not affiliated with the Company). 


          Section 10.3 Evidence of Consolidation, Etc. to
Trustee. 


          The
Trustee, subject to the provisions of Section 7.1, may receive an
Officers’ Certificate or an Opinion of Counsel as conclusive evidence that any
such consolidation, merger, sale, conveyance, transfer or other disposition,
and any such assumption, comply with the provisions of this Article. 


ARTICLE 11 

SATISFACTION AND DISCHARGE


          Section 11.1 Satisfaction and Discharge of
Indenture. 


          If
at any time: (a) the Company shall have delivered to the Trustee for
cancellation all Securities of a series theretofore authenticated and not
delivered to the Trustee for cancellation (other than any Securities that shall
have been destroyed, lost or stolen and that shall have been replaced or paid
as provided in Section 2.7 and Securities for whose payment money or
Governmental Obligations have theretofore been deposited in trust or segregated
and held in trust by the Company and thereupon repaid to the Company or
discharged from such trust, as provided in Section 11.5); or (b) all
such Securities of a particular series not theretofore delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving
of notice of redemption, and the Company shall deposit or cause to be deposited
with the Trustee as trust funds the entire amount in moneys or Governmental
Obligations or a combination thereof, sufficient in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay at maturity or upon redemption all
Securities of that series not theretofore delivered to the Trustee for
cancellation, including principal (and premium, if any) and interest due or to
become due to such date of maturity or date fixed for redemption, as the case
may be, and if the Company shall also pay or cause to be paid all other sums
payable hereunder with respect to such series by the Company then this
Indenture shall thereupon cease to be of further effect with respect to such
series except for the provisions of Sections 2.3, 2.5, 2.7, 4.1, 4.2, 4.3 and
7.10, that shall survive until the date of maturity or redemption date, as the
case may be, and Sections 7.6 and 11.5, that shall survive to such date and thereafter,
and the Trustee, on demand of the Company and at the cost and expense of the
Company shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture with respect to such series. 


          Section 11.2 Discharge of Obligations. 


          If
at any time all such Securities of a particular series not heretofore delivered
to the Trustee for cancellation or that have not become due and payable as
described in Section 11.1 shall have been paid by the Company by depositing
irrevocably with the Trustee as trust funds moneys or an amount of Governmental
Obligations sufficient to pay at maturity or upon redemption all such
Securities of that 


34





series not
theretofore delivered to the Trustee for cancellation, including principal (and
premium, if any) and interest due or to become due to such date of maturity or
date fixed for redemption, as the case may be, and if the Company shall also
pay or cause to be paid all other sums payable hereunder by the Company with
respect to such series, then after the date such moneys or Governmental
Obligations, as the case may be, are deposited with the Trustee the obligations
of the Company under this Indenture with respect to such series shall cease to
be of further effect except for the provisions of Sections 2.3, 2.5, 2.7, 4,01,
4.2, 4,03, 7.6, 7.10 and 11.5 hereof that shall survive until such Securities
shall mature and be paid. 


          Thereafter,
Sections 7.6 and 11.5 shall survive. 


          Section 11.3 Deposited Moneys to be Held in
Trust. 


          All
moneys or Governmental Obligations deposited with the Trustee pursuant to
Sections 11.1 or 11.2 shall be held in trust and shall be available for payment
as due, either directly or through any paying agent (including the Company
acting as its own paying agent), to the holders of the particular series of
Securities for the payment or redemption of which such moneys or Governmental
Obligations have been deposited with the Trustee. 


          Section 11.4 Payment of Moneys Held by Paying
Agents. 


          In
connection with the satisfaction and discharge of this Indenture all moneys or
Governmental Obligations then held by any paying agent under the provisions of
this Indenture shall, upon demand of the Company, be paid to the Trustee and
thereupon such paying agent shall be released from all further liability with
respect to such moneys or Governmental Obligations. 


          Section 11.5 Repayment to Company. 


          Any
moneys or Governmental Obligations deposited with any paying agent or the
Trustee, or then held by the Company, in trust for payment of principal of or
premium, if any, or interest on the Securities of a particular series that are
not applied but remain unclaimed by the holders of such Securities for at least
two years after the date upon which the principal of (and premium, if any) or
interest on such Securities shall have respectively become due and payable, or
such other shorter period set forth in applicable escheat or abandoned or
unclaimed property law, shall be repaid to the Company on May 31 of each
year or upon the Company’s request or (if then held by the Company) shall be
discharged from such trust; and thereupon the paying agent and the Trustee
shall be released from all further liability with respect to such moneys or
Governmental Obligations, and the holder of any of the Securities entitled to
receive such payment shall thereafter, as a general creditor, look only to the
Company for the payment thereof. 


ARTICLE 12

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS 


          Section 12.1 No Recourse. 


          No
recourse under or upon any obligation, covenant or agreement of this Indenture,
or of any Security, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, stockholder, officer or
director, past, present or future as such, of the Company or of any predecessor
or successor corporation, either directly or through the Company or any such
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the
obligations 


35





issued
hereunder are solely corporate obligations, and that no such personal liability
whatever shall attach to, or is or shall be incurred by, the incorporators,
stockholders, officers or directors as such, of the Company or of any
predecessor or successor corporation, or any of them, because of the creation
of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture or in any
of the Securities or implied therefrom, are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issuance of such Securities. 


ARTICLE 13 

MISCELLANEOUS PROVISIONS


          Section 13.1 Effect on Successors and Assigns. 


          All
the covenants, stipulations, promises and agreements in this Indenture made by
or on behalf of the Company shall bind its successors and assigns, whether so
expressed or not. 


          Section 13.2 Actions by Successor. 


          Any
act or proceeding by any provision of this Indenture authorized or required to
be done or performed by any board, committee or officer of the Company shall
and may be done and performed with like force and effect by the corresponding
board, committee or officer of any corporation that shall at the time be the
lawful successor of the Company. 


          Section 13.3 Surrender of Company Powers. 


          The
Company by instrument in writing executed by authority of its Board of
Directors and delivered to the Trustee may surrender any of the powers reserved
to the Company, and thereupon such power so surrendered shall terminate both as
to the Company and as to any successor corporation. 


          Section 13.4 Notices. 


          Except
as otherwise expressly provided herein, any notice, request or demand that by
any provision of this Indenture is required or permitted to be given, made or
served by the Trustee or by the holders of Securities or by any other Person
pursuant to this Indenture to or on the Company may be given or served by being
deposited in first class mail, postage prepaid, addressed (until another
address is filed in writing by the Company with the Trustee), as follows:
Rodman & Renshaw Capital Group, Inc., 1251 Avenue of the Americas New York,
NY 10020 Attention David Horin (telecopy no.: (212) 356-0532). Any notice,
election, request or demand by the Company or any Securityholder or by any
other Person pursuant to this Indenture to or upon the Trustee shall be deemed
to have been sufficiently given or made, for all purposes, if given or made in
writing at the Corporate Trust Office of the Trustee. 


          Section 13.5 Governing Law. 


          This
Indenture and each Security shall be deemed to be a contract made under the
internal laws of the State of New York, and for all purposes shall be construed
in accordance with the laws of said State, except to the extent that the Trust
Indenture Act is applicable. 


36





          Section 13.6 Treatment of Securities as Debt. 


          It
is intended that the Securities will be treated as indebtedness and not as
equity for federal income tax purposes. The provisions of this Indenture shall
be interpreted to further this intention. 


          Section 13.7 Compliance Certificates and
Opinions. 


          (a)
Upon any application or demand by the Company to the Trustee to take any action
under any of the provisions of this Indenture, the Company shall furnish to the
Trustee an Officers’ Certificate stating that all conditions precedent provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent have been complied with, except that in the case of any
such application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished. 


          (b)
Each certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant in this
Indenture shall include (i) a statement that the Person making such
certificate or opinion has read such covenant or condition; (ii) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (iii) a statement that, in the opinion of such Person, he has made
such examination or investigation as is reasonably necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and (iv) a statement as to whether or not, in the
opinion of such Person, such condition or covenant has been complied with. 


          Section 13.8 Payments on Business Days. 


          Except
as provided pursuant to Section 2.1 pursuant to a Board Resolution, and
set forth in an Officers’ Certificate, or established in one or more indentures
supplemental to this Indenture, in any case where the date of maturity of
interest or principal of any Security or the date of redemption of any Security
shall not be a Business Day, then payment of interest or principal (and
premium, if any) may be made on the next succeeding Business Day with the same
force and effect as if made on the nominal date of maturity or redemption, and
no interest shall accrue for the period after such nominal date. 


          Section 13.9 Conflict with Trust Indenture Act. 


          If
and to the extent that any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
Trust Indenture Act, such imposed duties shall control. 


          Section 13.10 Counterparts. 


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


          Section 13.11 Separability. 


          In
case any one or more of the provisions contained in this Indenture or in the
Securities of any series shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of such Securities,
but this Indenture and such Securities shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or therein. 


37





          Section 13.12 Compliance Certificates. 


          The
Company shall deliver to the Trustee, within 120 days after the end of each
fiscal year during which any Securities of any series were outstanding, an
Officers’ Certificate stating whether or not the signers know of any Default or
Event of Default that occurred during such fiscal year. Such certificate shall
contain a certification from the principal executive officer, principal financial
officer or principal accounting officer of the Company that a review has been
conducted of the activities of the Company and the Company’s performance under
this Indenture and that the Company has complied with all conditions and
covenants under this Indenture. For purposes of this Section 13.12, such
compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture. If any of the officers of
the Company signing such certificate has knowledge of such a Default or Event
of Default, the certificate shall describe any such Default or Event of Default
and its status. 


ARTICLE 14 

SUBORDINATION OF SECURITIES


          Section 14.1 Subordination Terms. 


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


38






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


	
  

 	
  

 	
  

 
	
  

 	
 RODMAN & RENSHAW CAPITAL GROUP, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 [_____________________

 ________________________],

 
	
  

 	
 as Trustee

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 


39






CROSS-REFERENCE TABLE*


	
  

 	
  

 	
  

 	
  

 
	
 TIA SECTION

 	
  

 	
 INDENTURE
 SECTION

 
	

 


 	
  

 	

 


 
	
 Section

 	
 310(a)(1)

 	
  

 	
 7.9

 
	
  

 	
 (a)(2)

 	
  

 	
 7.9

 
	
  

 	
 (a)(3)

 	
  

 	
 N/A**

 
	
  

 	
 (a)(4)

 	
  

 	
 N/A**

 
	
  

 	
 (a)(5)

 	
  

 	
 7.9

 
	
  

 	
 (b)

 	
  

 	
 7.8, 7.10,
 7.11

 
	
  

 	
 (c)

 	
  

 	
 N/A**

 
	
  

 	
  

 	
  

 	
  

 
	
 Section

 	
 311(a)

 	
  

 	
 7.13

 
	
  

 	
 (b)

 	
  

 	
 7.13

 
	
  

 	
 (c)

 	
  

 	
 N/A**

 
	
  

 	
  

 	
  

 	
  

 
	
 Section

 	
 312(a)

 	
  

 	
 5.1, 5.2

 
	
  

 	
 (b)

 	
  

 	
 5.2

 
	
  

 	
 (c)

 	
  

 	
 5.2

 
	
  

 	
  

 	
  

 	
  

 
	
 Section

 	
 313(a)

 	
  

 	
 5.4

 
	
  

 	
 (b)(1)

 	
  

 	
 N/A**

 
	
  

 	
 (b)(2)

 	
  

 	
 5.4

 
	
  

 	
 (c)

 	
  

 	
 5.4

 
	
  

 	
 (d)

 	
  

 	
 5.4

 
	
  

 	
  

 	
  

 	
  

 
	
 Section

 	
 314(a)

 	
  

 	
 5.3, 13.12

 
	
  

 	
 (b)

 	
  

 	
 N/A**

 
	
  

 	
 (c)(1)

 	
  

 	
 13.7

 
	
  

 	
 (c)(2)

 	
  

 	
 13.7

 
	
  

 	
 (c)(3)

 	
  

 	
 N/A**

 
	
  

 	
 (d)

 	
  

 	
 N/A**

 
	
  

 	
 (e)

 	
  

 	
 13.7

 
	
  

 	
 (f)

 	
  

 	
 N/A**

 
	
  

 	
  

 	
  

 	
  

 
	
 Section

 	
 315(a)

 	
  

 	
 7.1(b)

 
	
  

 	
 (b)

 	
  

 	
 7.14

 
	
  

 	
 (c)

 	
  

 	
 7.1(a)

 
	
  

 	
 (d)

 	
  

 	
 7.1(b)

 
	
  

 	
 (e)

 	
  

 	
 6.7

 
	
  

 	
  

 	
  

 	
  

 
	
 Section

 	
 316(a)(last
 sentence)

 	
  

 	
 1.1, 8.4

 
	
  

 	
 (a)(1)(A)

 	
  

 	
 6.6

 
	
  

 	
 (a)(1)(B)

 	
  

 	
 6.6

 
	
  

 	
 (a)(2)

 	
  

 	
 N/A

 
	
  

 	
 (b)

 	
  

 	
 6.4

 













	
  

 	
  

 	
  

 	
  

 
	
 TIA SECTION

 	
  

 	
 INDENTURE
 SECTION

 
	

 


 	
  

 	

 


 
	
 Section

 	
 317(a)(1)

 	
  

 	
 6.2(b)

 
	
  

 	
 (a)(2)

 	
  

 	
 6.2(c)

 
	
  

 	
 (b)

 	
  

 	
 4.3

 
	
  

 	
  

 	
  

 	
  

 
	
 Section

 	
 318(a)

 	
  

 	
 13.9

 






	
  

 	
  

 
	
 *

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

 
	
  

 	
  

 
	
 **

 	
 N/A means
 Not Applicable