EXHIBIT
4.3

    


    FORM
OF SUBORDINATED DEBT

    SECURITIES
INDENTURE

       

      
        

      

    

    


    ROSETTA
GENOMICS LTD.

    


    INDENTURE

    


    DATED
AS OF ___________ ___, 20_______

    _______________________

    


    TRUSTEE

    


    SUBORDINATED
DEBT SECURITIES

       

      
        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Table of
Contents

    


    
      
        
          
            	 
      	 
      	
                    Page

                  
	 	 	 
	
                    ARTICLE
      I.

                  	
                    DEFINITIONS
      AND INCORPORATION BY REFERENCE

                  	
                    2

                  
	 
      	 
      	 
      
	
                    Section
      1.1.

                  	
                    Definitions

                  	
                    2

                  
	
                    Section
      1.2.

                  	
                    Definitions

                  	
                    5

                  
	
                    Section
      1.3.

                  	
                    Incorporation
      by Reference of Trust Indenture Act

                  	
                    5

                  
	
                    Section
      1.4.

                  	
                    Rules
      of Construction

                  	
                    5

                  
	 
      	 
      	 
      
	
                    ARTICLE
      II.

                  	
                    SECURITIES

                  	
                    5

                  
	 
      	 
      	 
      
	
                    Section
      2.1.

                  	
                    Amount
      Unlimited; Issuable in Series

                  	
                    5

                  
	
                    Section
      2.2.

                  	
                    Establishment
      of Terms of Series of Securities

                  	
                    6

                  
	
                    Section
      2.3.

                  	
                    Authentication
      and Delivery of Securities

                  	
                    7

                  
	
                    Section
      2.4.

                  	
                    Execution
      of Securities; Trustee’s Certificate of Authentication; Form of
      Securities

                  	
                    8

                  
	
                    Section
      2.5.

                  	
                    Registrar
      and Paying Agent

                  	
                    9

                  
	
                    Section
      2.6.

                  	
                    Paying
      Agent to Hold Money in Trust

                  	
                    9

                  
	
                    Section
      2.7.

                  	
                    Securityholder
      Lists

                  	
                    9

                  
	
                    Section
      2.8.

                  	
                    Transfer
      and Exchange

                  	
                    9

                  
	
                    Section
      2.9.

                  	
                    Mutilated,
      Destroyed, Lost and Stolen Securities

                  	
                    10

                  
	
                    Section
      2.10.

                  	
                    Outstanding
      Securities

                  	
                    10

                  
	
                    Section
      2.11.

                  	
                    Treasury
      Securities

                  	
                    11

                  
	
                    Section
      2.12.

                  	
                    Temporary
      Securities

                  	
                    11

                  
	
                    Section
      2.13.

                  	
                    Cancellation

                  	
                    11

                  
	
                    Section
      2.14.

                  	
                    Defaulted
      Interest

                  	
                    11

                  
	
                    Section
      2.15.

                  	
                    Global
      Securities

                  	
                    11

                  
	
                    Section
      2.16.

                  	
                    CUSIP
      Numbers

                  	
                    12

                  
	 
      	 
      	 
      
	
                    ARTICLE
      III.

                  	
                    REDEMPTION

                  	
                    12

                  
	 
      	 
      	 
      
	
                    Section
      3.1.

                  	
                    Notice
      to Trustee

                  	
                    12

                  
	
                    Section
      3.2.

                  	
                    Selection
      of Securities to be Redeemed

                  	
                    12

                  
	
                    Section
      3.3.

                  	
                    Notice
      of Redemption

                  	
                    12

                  
	
                    Section
      3.4.

                  	
                    Effect
      of Notice of Redemption

                  	
                    13

                  
	
                    Section
      3.5.

                  	
                    Deposit
      of Redemption Price

                  	
                    13

                  
	
                    Section
      3.6.

                  	
                    Securities
      Redeemed in Part

                  	
                    13

                  
	 
      	 
      	 
      
	
                    ARTICLE
      IV.

                  	
                    COVENANTS

                  	
                    13

                  
	 
      	 
      	 
      
	
                    Section
      4.1.

                  	
                    Payment
      of Principal and Interest

                  	
                    13

                  
	
                    Section
      4.2.

                  	
                    SEC
      Reports

                  	
                    13

                  
	
                    Section
      4.3.

                  	
                    Compliance
      Certificate

                  	
                    13

                  
	
                    Section
      4.4.

                  	
                    Stay,
      Extension and Usury Laws

                  	
                    14

                  
	
                    Section
      4.5.

                  	
                    Corporate
      Existence

                  	
                    14

                  
	 
      	 
      	 
      
	
                    ARTICLE
      V.

                  	
                    SUCCESSORS

                  	
                    14

                  
	 
      	 
      	 
      
	
                    Section
      5.1.

                  	
                    When
      Company May Merge, Etc

                  	
                    14

                  
	
                    Section
      5.2.

                  	
                    Successor
      Corporation Substituted

                  	
                    14

                  
	 
      	 
      	 
      
	
                    ARTICLE
      VI.

                  	
                    DEFAULTS
      AND REMEDIES

                  	
                    15

                  
	 
      	 
      	 
      
	
                    Section
      6.1.

                  	
                    Events
      of Default

                  	
                    15

                  
	
                    Section
      6.2.

                  	
                    Acceleration
      of Maturity; Rescission and Annulment

                  	
                    15

                  
	
                    Section
      6.3.

                  	
                    Collection
      of Indebtedness and Suits for Enforcement by Trustee

                  	
                    16

                  
	
                    Section
      6.4.

                  	
                    Trustee
      May File Proofs of Claim

                  	
                    17

                  
	
                    Section
      6.5.

                  	
                    Trustee
      May Enforce Claims Without Possession of Securities

                  	
                    17

                  
	
                    Section
      6.6.

                  	
                    Application
      of Money Collected

                  	
                    17

                  
	
                    Section
      6.7.

                  	
                    Limitation
      on Suits

                  	
                    17

                  
	
                    Section
      6.8.

                  	
                    Unconditional
      Right of Holders to Receive Principal and Interest

                  	
                    18

                  
	
                    Section
      6.9.

                  	
                    Restoration
      of Rights and Remedies

                  	
                    18

                  


          

        

      

    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    


    Table of
Contents

    (Continued)

    
      
        	 
      	 
      	
                Page

              
	 
      	 
      	 
      
	
                Section
      6.10.

              	
                Rights
      and Remedies Cumulative

              	
                18

              
	
                Section
      6.11.

              	
                Delay
      or Omission Not Waiver

              	
                18

              
	
                Section
      6.12.

              	
                Control
      by Holders

              	
                18

              
	
                Section
      6.13.

              	
                Waiver
      of Past Defaults

              	
                18

              
	
                Section
      6.14.

              	
                Undertaking
      for Costs

              	
                19

              
	 
      	 
      	 
      
	
                ARTICLE
      VII.

              	
                TRUSTEE

              	
                19

              
	 
      	 
      	 
      
	
                Section
      7.1.

              	
                Duties
      of Trustee

              	
                19

              
	
                Section
      7.2.

              	
                Rights
      of Trustee

              	
                20

              
	
                Section
      7.3.

              	
                Individual
      Rights of Trustee

              	
                20

              
	
                Section
      7.4.

              	
                Trustee’s
      Disclaimer

              	
                20

              
	
                Section
      7.5.

              	
                Notice
      of Defaults

              	
                20

              
	
                Section
      7.6.

              	
                Reports
      by Trustee to Holders

              	
                20

              
	
                Section
      7.7.

              	
                Compensation
      and Indemnity

              	
                21

              
	
                Section
      7.8.

              	
                Replacement
      of Trustee

              	
                21

              
	
                Section
      7.9.

              	
                Successor
      Trustee by Merger, Etc

              	
                22

              
	
                Section
      7.10.

              	
                Eligibility;
      Disqualification

              	
                22

              
	
                Section
      7.11.

              	
                Preferential
      Collection of Claims Against Company

              	
                22

              
	 
      	 
      	 
      
	
                ARTICLE
      VIII.

              	
                SATISFACTION
      AND DISCHARGE; DEFEASANCE

              	
                22

              
	 
      	 
      	 
      
	
                Section
      8.1.

              	
                Satisfaction
      and Discharge of Indenture

              	
                22

              
	
                Section
      8.2.

              	
                Application
      of Trust Funds; Indemnification

              	
                23

              
	
                Section
      8.3.

              	
                Legal
      Defeasance of Securities of any Series

              	
                23

              
	
                Section
      8.4.

              	
                Covenant
      Defeasance

              	
                24

              
	
                Section
      8.5.

              	
                Repayment
      to Company

              	
                24

              
	 
      	 
      	 
      
	
                ARTICLE
      IX.

              	
                AMENDMENTS
      AND WAIVERS

              	
                24

              
	 
      	 
      	 
      
	
                Section
      9.1.

              	
                Without
      Consent of Holders

              	
                24

              
	
                Section
      9.2.

              	
                With
      Consent of Holders

              	
                25

              
	
                Section
      9.3.

              	
                Compliance
      with Trust Indenture Act

              	
                26

              
	
                Section
      9.4.

              	
                Revocation
      and Effect of Consents

              	
                26

              
	
                Section
      9.5.

              	
                Notation
      on or Exchange of Securities

              	
                26

              
	
                Section
      9.6.

              	
                Trustee
      Protected

              	
                26

              
	 
      	 
      	 
      
	
                ARTICLE
      X.

              	
                MISCELLANEOUS

              	
                26

              
	 
      	 
      	 
      
	
                Section
      10.1.

              	
                Trust
      Indenture Act Controls

              	
                26

              
	
                Section
      10.2.

              	
                Notices

              	
                26

              
	
                Section
      10.3.

              	
                Communication
      by Holders with Other Holders

              	
                27

              
	
                Section
      10.4.

              	
                Certificate
      and Opinion as to Conditions Precedent

              	
                27

              
	
                Section
      10.5.

              	
                Statements
      Required in Certificate or Opinion

              	
                27

              
	
                Section
      10.6.

              	
                Rules
      by Trustee and Agents

              	
                27

              
	
                Section
      10.7.

              	
                Legal
      Holidays

              	
                27

              
	
                Section
      10.8.

              	
                No
      Recourse Against Others

              	
                28

              
	
                Section
      10.9.

              	
                Counterparts

              	
                28

              
	
                Section
      10.10.

              	
                Governing
      Laws

              	
                28

              
	
                Section
      10.11.

              	
                No
      Adverse Interpretation of Other Agreements

              	
                28

              
	
                Section
      10.12.

              	
                Successors

              	
                28

              
	
                Section
      10.13.

              	
                Severability

              	
                28

              
	
                Section
      10.14.

              	
                Table
      of Contents, Headings, Etc

              	
                28

              
	 
      	 
      	 
      
	
                ARTICLE
      XI.

              	
                SINKING
      FUNDS

              	
                28

              
	 
      	 
      	 
      
	
                Section
      11.1.

              	
                Applicability
      of Article

              	
                28

              
	
                Section
      11.2.

              	
                Satisfaction
      of Sinking Fund Payments with Securities

              	
                29

              
	
                Section
      11.3.

              	
                Redemption
      of Securities for Sinking Fund

              	
                29

              


      

    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    Table of
Contents

    (Continued)

    
      
        	 
      	 
      	
                Page

              
	 
      	 
      	 
      
	
                ARTICLE
      XII.

              	
                SUBORDINATION
      OF SECURITIES

              	
                29

              
	 
      	 
      	 
      
	
                Section
      12.1.

              	
                Agreement
      of Subordination

              	
                29

              
	
                Section
      12.2.

              	
                Payments
      to Holders

              	
                29

              
	
                Section
      12.3.

              	
                Subrogation
      of Securities

              	
                31

              
	
                Section
      12.4.

              	
                Authorization
      to Effect Subordination

              	
                32

              
	
                Section
      12.5.

              	
                Notice
      to Trustee

              	
                32

              
	
                Section
      12.6.

              	
                Trustee’s
      Relation to Senior Indebtedness

              	
                33

              
	
                Section
      12.7.

              	
                No
      Impairment of Subordination

              	
                33

              
	
                Section
      12.8.

              	
                Article
      Applicable to Paying Agents

              	
                33

              
	
                Section
      12.9.

              	
                Senior
      Indebtedness Entitled to Rely

              	
                33

              


      

    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    ROSETTA
GENOMICS LTD.

    


    Reconciliation
and tie between the Trust Indenture Act of 1939 and Indenture, dated as of
______________, 20___.

    


    
      
        
          	
                  Section
      310

                	
                  (a)(1)

                	
                  7.10

                
	 
      	
                  (a)(2)

                	
                  7.10

                
	 
      	
                  (a)(3)

                	
                  Not
      Applicable

                
	 
      	
                  (a)(4)

                	
                  Not
      Applicable

                
	 
      	
                  (a)(5)

                	
                  7.10

                
	 
      	
                  (b)

                	
                  7.10

                
	 
      	
                  (c)

                	
                  Not
      Applicable

                
	 
      	 
      	 
      
	
                  Section
      311

                	
                  (a)

                	
                  7.11

                
	 
      	
                  (b)

                	
                  7.11

                
	 
      	
                  (c)

                	
                  Not
      Applicable

                
	 
      	 
      	 
      
	
                  Section
      312

                	
                  (a)

                	
                  2.7

                
	 
      	
                  (b)

                	
                  10.3

                
	 
      	
                  (c)

                	
                  10.3

                
	 
      	 
      	 
      
	
                  Section
      313

                	
                  (a)

                	
                  7.6

                
	 
      	
                  (b)(1)

                	
                  7.6

                
	 
      	
                  (b)(2)

                	
                  7.6

                
	 
      	
                  (c)(1)

                	
                  7.6

                
	 
      	
                  (d)

                	
                  7.6

                
	 
      	 
      	 
      
	
                  Section
      314

                	
                  (a)

                	
                  4.2,
      10.2, 10.5

                
	 
      	
                  (b)

                	
                  Not
      Applicable

                
	 
      	
                  (c)(1)

                	
                  10.4

                
	 
      	
                  (c)(2)

                	
                  10.4

                
	 
      	
                  (c)(3)

                	
                  Not
      Applicable

                
	 
      	
                  (d)

                	
                  Not
      Applicable

                
	 
      	
                  (e)

                	
                  10.5

                
	 
      	
                  (f)

                	
                  Not
      Applicable

                
	 
      	 
      	 
      
	
                  Section
      315

                	
                  (a)

                	
                  7.1

                
	 
      	
                  (b)

                	
                  7.5

                
	 
      	
                  (c)

                	
                  7.1

                
	 
      	
                  (d)

                	
                  7.1

                
	 
      	
                  (e)

                	
                  6.14

                
	
                  Section
      316

                	
                  (a)

                	
                  2.10

                
	 
      	
                  (a)(1)(A)

                	
                  6.12

                
	 
      	
                  (a)(1)(B)

                	
                  6.13

                
	 
      	
                  (a)(2)

                	
                  Not
      Applicable

                
	 
      	
                  (b)

                	
                  6.8

                
	 
      	 
      	 
      
	
                  Section
      317

                	
                  (a)(1)

                	
                  6.3

                
	 
      	
                  (a)(2)

                	
                  6.4

                
	 
      	
                  (b)

                	
                  2.6

                
	 
      	 
      	 
      
	
                  Section
      318

                	
                  (a)

                	
                  10.1

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    INDENTURE

     

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

     

    WITNESSETH

     

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

     

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

     

    NOW,
THEREFORE:

     

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

     

    ARTICLE
I.

     

    DEFINITIONS
AND INCORPORATION BY REFERENCE

     

    Section
1.1.  Definitions.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Designated
Senior Indebtedness” means any of the Company’s senior indebtedness that
expressly provides that it is “designated senior indebtedness” for purposes of
this Indenture (provided that the instrument, agreement or other document
creating or evidencing such Senior Indebtedness may place limitations and
conditions on the right of such Senior Indebtedness to exercise the rights of
Designated Senior Indebtedness).

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

    “SEC”
means the Securities and Exchange Commission.

     

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

     

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

     

    “Senior
Indebtedness” means the principal, premium, if any, interest, including any
interest accruing after bankruptcy, and other amounts due on any of our current
or future Debt, whether created, incurred, assumed, guaranteed or in effect
guaranteed by us, including any deferrals, renewals, extensions, refundings,
amendments, modifications or supplements to the above. However, Senior
Indebtedness does not include: (i) any Debt that expressly provides that it
shall not be senior in right of payment to the Securities or expressly provides
that it is on the same basis or junior to the Securities; (ii) any Debt by us to
any of our majority-owned subsidiaries; and (iii) the Securities.

     

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

     

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

     

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

     

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

     

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

     

    “Trustee”
means the person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Trustee” shall mean or
include each person who is then a Trustee hereunder, and if at any time there is
more than one such person, “Trustee” as used with respect to the Securities of
any Series shall mean the Trustee with respect to Securities of that
Series.

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    Section
1.2.  Definitions.

     

    
      
        
          
            	      
                    TERM

                  	
                    DEFINED
      IN

                    SECTION

                  
	 
      	 
      
	
                    “Bankruptcy
      Law”

                  	
                    6.1

                  
	
                    “Custodian”

                  	
                    6.1

                  
	
                    “Government
      Obligations”

                  	
                    8.3

                  
	
                    “Legal
      Holiday”

                  	
                    10.7

                  
	
                    “mandatory
      sinking fund payment”

                  	
                    11.1

                  
	
                    “optional
      sinking fund payment”

                  	
                    11.1

                  
	
                    “Paying
      Agent”

                  	
                    2.5

                  
	
                    “Registrar”

                  	
                    2.5

                  
	
                    “Service
      Agent”

                  	
                    2.5

                  
	
                    “successor
      person”

                  	
                    5.1

                  


          

        

      

    

     

    Section
1.3.  Incorporation by Reference
of Trust Indenture Act.

     

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

     

    “Commission”
means the SEC.

     

    “indenture
securities” means the Securities.

     

    “indenture
security holder” means a Securityholder.

     

    “indenture
to be qualified” means this Indenture.

     

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

     

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

     

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

     

    Section
1.4.  Rules of
Construction.

     

    Unless
the context otherwise requires:

     

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

     

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

     

    (c) “or” is not
exclusive;

     

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

     

    (e) provisions
apply to successive events and transactions.

     

    ARTICLE
II.

     

    SECURITIES

     

    Section
2.1.  Amount Unlimited; Issuable
in Series.

     

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

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    Section
2.2.  Establishment of Terms of
Series of Securities.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
2.3.  Authentication and Delivery
of Securities.

     

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

     

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

     

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

     

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

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    2.4.3.  The
Securities of each series shall be substantially of the tenor and purport as
shall be authorized by a Board Resolution or in an indenture or indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
or designation and such legends or endorsements thereon as the Board of
Directors of the Company may deem appropriate and as are not inconsistent with
the provisions of this Indenture, or as may be required to comply with any law
or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which the Securities may be listed, or to
conform to usage.

     

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

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    Section
2.5.  Registrar and Paying
Agent.


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

     

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

     

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

     

    Section
2.6.  Paying Agent to Hold Money
in Trust.

     

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

     

    Section
2.7.  Securityholder
Lists.

     

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

     

    Section
2.8.  Transfer and
Exchange.

     

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

     

    At the
option of the Holder, Registered Securities of any Series may be exchanged for
other Registered Securities of the same Series of any authorized denomination or
denominations, of a like aggregate principal amount and tenor, upon surrender of
the Securities to be exchanged at such office or agency. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive. Bearer Securities may not be issued in exchange
for Registered Securities.

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

    Section
2.9.  Mutilated, Destroyed, Lost
and Stolen Securities.

     

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

     

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

     

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

     

    Upon the
issuance of any new Security under this Section 2.9, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith.

     

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

     

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

     

    Section
2.10.  Outstanding
Securities.

     

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

     

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

     

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

     

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

     

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

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    Section
2.11.  Treasury
Securities.

     

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

     

    Section
2.12.  Temporary
Securities.

     

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

     

    Section
2.13.  Cancellation.

     

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

     

    Section
2.14.  Defaulted
Interest.

     

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

     

    Section
2.15.  Global
Securities.

     

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

     

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

     

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

     

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

     

    
      
         


      

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

     

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

     

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

     

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

     

    Section
2.16.  CUSIP
Numbers.

     

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

     

    ARTICLE
III.

     

    REDEMPTION

     

    Section
3.1.  Notice to
Trustee.

     

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

     

    Section
3.2.  Selection of Securities to
be Redeemed.

     

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

     

    Section
3.3.  Notice of
Redemption.

     

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

     

    
      
         


      

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

     

    (a) the redemption
date;

     

    (b) the redemption
price;

     

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

     

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

     

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

     

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

     

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

     

    Section
3.4.  Effect of Notice of
Redemption.

     

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

     

    Section
3.5.  Deposit of Redemption
Price.

     

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

     

    Section
3.6.  Securities Redeemed in
Part.

     

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

     

    ARTICLE
IV.

     

    COVENANTS

     

    Section
4.1.  Payment of Principal and
Interest.

     

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

     

    Section
4.2.  SEC
Reports.

     

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

     

    Section
4.3.  Compliance
Certificate.

     

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

     

    
      
         


      

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

     

    Section
4.4.  Stay, Extension and Usury
Laws.

     

    The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture or the Securities; and the Company (to the extent
it may lawfully do so) hereby expressly waives all benefit or advantage of any
such law and covenants that it will not, by resort to any such law, hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
has been enacted.

     

    Section
4.5.  Corporate
Existence.

     

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

     

    ARTICLE
V.

     

    SUCCESSORS

     

    Section
5.1.  When Company May Merge,
Etc.

     

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

     

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

     

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

     

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

     

    Section
5.2.  Successor Corporation
Substituted.

     

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

     

    
      
         


      

      
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    ARTICLE
VI.

     

    DEFAULTS
AND REMEDIES

     

    Section
6.1.  Events of
Default.

     

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

     

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

     

    (b) the Company
fails to comply with any of its agreements in the Securities or this Indenture
(other than those referred to in clause (a) above and other than a covenant or
warranty a default in whose performance or whose breach is elsewhere in this
Section specifically deal with or which has been expressly included in this
Indenture solely for the benefit of a Series of Securities other than such
Series) and such failure continues for 60 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the
outstanding Securities of that Series a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a
“Notice of Default” hereunder;

     

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

     

    (i)  commences
a voluntary case,

     

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

     

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

     

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

     

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

     

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

     

    (i)  is
for relief against the Company in an involuntary case,

     

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

     

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

     

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

     

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

     

    Section
6.2.  Acceleration of Maturity;
Rescission and Annulment.

     

    If an
Event of Default with respect to Securities of any Series at the time
outstanding occurs and is continuing (other than an Event of Default referred to
in Section 6.1(c) or (d)) then in every such case the Trustee or the Holders of
not less than 25% in principal amount of the outstanding Securities of that
Series may declare the principal amount (or, if any Securities of that Series
are Discount Securities, such portion of the principal amount as may be
specified in the terms of such Securities) of and accrued and unpaid interest,
if any, on all of the Securities of that Series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) and accrued and unpaid interest, if any, shall become immediately due
and payable. If an Event of Default specified in Section 6.1(c) or (d) shall
occur, the principal amount (or specified amount) of and accrued and unpaid
interest, if any, on all outstanding Securities shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

     

    
      
         


      

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

     

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

     

    (i)  all
overdue interest, if any, on all Securities of that Series,

     

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

     

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

     

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

     

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

     

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

     

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

     

    The
Company covenants that if

     

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

     

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

     

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

     

    If the
Company fails to pay such amounts forthwith upon such demand, the Trustee, in
its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, may prosecute such
proceeding to judgment or final decree and may enforce the same against the
Company or any other obligor upon such Securities and collect the moneys
adjudged or deemed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Securities, wherever
situated.

     

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

     

    
      
         


      

      
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    Section
6.4.  Trustee May File Proofs of
Claim.


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

     

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

     

    (b) to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same, and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7.

     

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

     

    Section
6.5.  Trustee May Enforce Claims
Without Possession of Securities.

     

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

     

    Section
6.6.  Application of Money
Collected.

     

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

     

    First: To
the payment of all amounts due the Trustee under Section 7.7; and

     

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

     

    Third: To
the Company.

     

    Section
6.7.  Limitation on
Suits.

     

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

     

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

     

    (b) the Holders of
not less than 25% in principal amount of the outstanding Securities of that
Series shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as Trustee
hereunder;

     

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

     

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

     

    
      
         


      

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

     

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

     

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

     

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

     

    Section
6.9.  Restoration of Rights and
Remedies.

     

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

     

    Section
6.10.  Rights and Remedies
Cumulative.

     

    Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in Section 2.9, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

     

    Section
6.11.  Delay or Omission Not
Waiver.

     

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

     

    Section
6.12.  Control by
Holders.

     

    The
Holders of a majority in principal amount of the outstanding Securities of any
Series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of such
Series. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture or that the Trustee determines in good faith is
unduly prejudicial to the rights of other Holders or would involve the Trustee
in personal liability.

     

    Section
6.13.  Waiver of Past
Defaults.

     

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

     

    
      
         


      

      
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    Section
6.14.  Undertaking for
Costs.

     

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

     

    ARTICLE
VII.

     

    TRUSTEE

     

    Section
7.1.  Duties of
Trustee.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         

      

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

     

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

     

    Section
7.2.  Rights of
Trustee.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
7.3.  Individual Rights of
Trustee.

     

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

     

    Section
7.4.  Trustee’s
Disclaimer.

     

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

     

    Section
7.5.  Notice of
Defaults.

     

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

     

    Section
7.6.  Reports by Trustee to
Holders.

     

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

     

    
      
         


      

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

     

    Section
7.7.  Compensation and
Indemnity.

     

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

     

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

     

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

     

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

     

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

     

    Section
7.8.  Replacement of
Trustee.

     

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

     

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

     

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

     

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

     

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

     

    (d) the Trustee
becomes incapable of acting.

     

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

     

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

     

    
      
         


      

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

     

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

     

    Section
7.9.  Successor Trustee by Merger,
Etc.

     

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

     

    Section
7.10.  Eligibility;
Disqualification.

     

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

     

    Section
7.11.  Preferential Collection of
Claims Against Company.

     

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

     

    ARTICLE
VIII.

     

    SATISFACTION
AND DISCHARGE; DEFEASANCE

     

    Section
8.1.  Satisfaction and Discharge
of Indenture.

     

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

     

    (a)
either

     

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

     

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

     

    (1) have become due
and payable, or

     

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

     

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

     

    (4) are deemed paid
and discharged pursuant to Section 8.3, as applicable;

     

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

     

    
      
         


      

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

     

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

     

    Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 7.7, and, if money shall have been deposited with
the Trustee pursuant to clause (a) of this Section, the provisions of Sections
2.5, 2.8, 2.9, 8.1, 8.2 and 8.5 shall survive.

     

    Section
8.2.  Application of Trust Funds;
Indemnification.

     

    (a) Subject to the
provisions of Section 8.5, all money deposited with the Trustee pursuant to
Section 8.1, all money and Government Obligations deposited with the Trustee
pursuant to Section 8.3 or 8.4 and all money received by the Trustee in respect
of Government Obligations deposited with the Trustee pursuant to Section 8.3 or
8.4, shall be held in trust and applied by it, in accordance with the provisions
of the Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the persons entitled thereto, of the principal and
interest for whose payment such money has been deposited with or received by the
Trustee or to make mandatory sinking fund payments or analogous payments as
contemplated by Sections 8.3 or 8.4.

     

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

     

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

     

    Section
8.3.  Legal Defeasance of
Securities of any Series.

     

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

     

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

     

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

     

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

     

    
      
         


      

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

     

    Section
8.4.  Covenant
Defeasance.

     

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

     

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

     

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

     

    Section
8.5.  Repayment to
Company.

     

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

     

    ARTICLE
IX.

     

    AMENDMENTS
AND WAIVERS

     

    Section
9.1.  Without Consent of
Holders.

     

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

     

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

     

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

     

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

     

    (d) to evidence and
provide for the acceptance of appointment hereunder by a successor Trustee with
respect to the Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 7.8;

     

    
      
         


      

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

     

    (f) to add to,
change or eliminate any of the provisions of this Indenture (which addition,
change or elimination may apply to one or more Series of Securities), provided
that any such addition, change or elimination shall neither (i) apply to any
Security of any Series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor (ii) modify the
rights of the Holder of any such Security with respect to such
provision;

     

    (g) to secure the
Securities; or

     

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

     

    Section
9.2.  With Consent of
Holders.

     

    With the
written consent of the Holders of at least a majority in aggregate principal
amount of the outstanding Securities of each Series affected by such
supplemental indenture, the Company and the Trustee may amend this Indenture or
the Securities of any Series or may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of the Securities of such
series and any related coupons under this Indenture; provided, however, that no
such amendment or supplemental indenture shall, without the consent of the
Holder of each outstanding Security affected thereby:

     

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

     

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

     

    (c) modify any of
the provisions of this Section, Section 6.4 or 6.7, except to increase the
percentage of outstanding Securities of such Series required for such actions to
provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each outstanding Security affected
thereby.

     

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

     

    An
amendment may not make any change that adversely affects the rights under
Article XII of any Holder of Senior Indebtedness then outstanding unless the
requisite holders of such Senior Indebtedness consent to such change pursuant to
the terms of such Senior Indebtedness.

     

    It shall
not be necessary for the consent of the Holders under this Section 9.2 to
approve the particular form of any proposed amendment or supplemental indenture,
but it shall be sufficient if such consent approves the substance
thereof.

     

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

     

    
      
         


      

      
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    Section
9.3.  Compliance with Trust
Indenture Act.

     

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

     

    Section
9.4.  Revocation and Effect of
Consents.

     

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

     

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

     

    Section
9.5.  Notation on or Exchange of
Securities.

     

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

     

    Section
9.6.  Trustee
Protected.

     

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

     

    ARTICLE
X.

     

    MISCELLANEOUS

     

    Section
10.1.  Trust Indenture Act
Controls.

     

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

     

    Section
10.2.  Notices.

     

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

     

    if to the
Company:

     

    Rosetta
Genomics Ltd.

    10 Plaut
Street, Science Park

    Rehovot
76706  POB 4059

    Attention:  Chief
Financial Officer

    Fax:  972.73.222.0701

     

    if to the
Trustee:

     

    ____________________________

     

    Attention:
___________________

     

    Fax:
_______________________

     

    
      
         


      

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

     

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

     

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

     

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

     

    Section
10.3.  Communication by Holders
with Other Holders.

     

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

     

    Section
10.4.  Certificate and Opinion as
to Conditions Precedent.

     

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

     

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

     

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

     

    Section
10.5.  Statements Required in
Certificate or Opinion.

     

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

     

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

     

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

     

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

     

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

     

    Section
10.6.  Rules by Trustee and
Agents.

     

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

     

    Section
10.7.  Legal
Holidays.

     

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

     


    
      
         


      

      
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    Section
10.8.  No Recourse Against
Others.

     

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

     

    Section
10.9.  Counterparts.

     

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

     

    Section
10.10.  Governing
Laws.

     

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

     

    Section
10.11.  No Adverse Interpretation of
Other Agreements.

     

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

     

    Section
10.12.  Successors.

     

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

     

    Section
10.13.  Severability.

     

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

     

    Section
10.14.  Table of Contents, Headings,
Etc.

     

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

     

    ARTICLE
XI.

     

    SINKING
FUNDS

     

    Section
11.1.  Applicability of
Article.

     

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

     

    The
minimum amount of any sinking fund payment provided for by the terms of the
Securities of any Series is herein referred to as a “mandatory sinking fund
payment” and any other amount provided for by the terms of Securities of such
Series is herein referred to as an “optional sinking fund payment.” If provided
for by the terms of Securities of any Series, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 11.2. Each
sinking fund payment shall be applied to the redemption of Securities of any
Series as provided for by the terms of the Securities of such
Series.

     

    
      
         


      

      
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    Section
11.2.  Satisfaction of Sinking Fund
Payments with Securities.


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

     

    Section
11.3.  Redemption of Securities for
Sinking Fund.

     

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

     

    ARTICLE
XII.

     

    SUBORDINATION
OF SECURITIES

     

    Section
12.1.  Agreement of
Subordination.

     

    The
Company covenants and agrees, and each Holder of Securities issued hereunder by
his or her acceptance thereof likewise covenants and agrees, that all Securities
shall be issued subject to the provisions of this Article XII; and each Person
holding any Security, whether upon original issue or upon transfer, assignment
or exchange thereof, accepts and agrees to be bound by such
provisions.

     

    The
payment of the principal of, premium, if any, and interest on all Securities
(including, but not limited to, the redemption price with respect to the
Securities called for redemption in accordance with Article 3 as provided in the
Indenture) issued hereunder shall, to the extent and in the manner hereinafter
set forth, be subordinated and subject in right of payment to the prior payment
in full of all Senior Indebtedness, whether outstanding at the date of this
Indenture or thereafter incurred.

     

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

     

    Section
12.2.  Payments to
Holders.

     

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

     

    
      
         


      

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

     

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

     

    If the
Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no
subsequent Payment Blockage Notice shall be effective for purposes of this
Section 12.1 unless and until (A) at least 365 days shall have elapsed since the
initial effectiveness of the immediately prior Payment Blockage Notice, and (B)
all scheduled payments of principal, premium, if any, and interest on the
Securities that have come due have been paid in full in cash. No nonpayment
default that existed or was continuing on the date of delivery of any Payment
Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent
Payment Blockage Notice.

     

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

     

    (1) the date upon
which the default is cured or waived or ceases to exist, or

     

    (2) in the case of
a default referred to in clause (ii) above, 179 days after notice is received if
the maturity of such Designated Senior Indebtedness has not been accelerated,
unless this Article XII otherwise prohibits the payment or distribution at the
time of such payment or distribution.

     

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

     

    For
purposes of this Article XII, the words, “cash, property or securities” shall
not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article XII with respect to
the Securities to the payment of all Senior Indebtedness which may at the time
be outstanding; provided that (i) the Senior Indebtedness is assumed by the new
corporation, if any, resulting from any reorganization or readjustment, and (ii)
the rights of the holders of Senior Indebtedness (other than leases which are
not assumed by the Company or the new corporation, as the case may be) are not,
without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article V shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 12.2
if such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article
V.

     

    
      
         


      

      
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    In the
event of the acceleration of the Securities because of an Event of Default, no
payment or distribution shall be made to the Trustee or any Holder of Securities
in respect of the principal of, premium, if any, or interest on the Securities
(including, but not limited to, the redemption price with respect to the
Securities called for redemption in accordance with Article III as provided in
the Indenture), except payments and distributions made by the Trustee as
permitted by the first or second paragraph of Section 12.5, until all Senior
Indebtedness has been paid in full in cash or other payment satisfactory to the
holders of Senior Indebtedness or such acceleration is rescinded in accordance
with the terms of this Indenture. If payment of the Securities is accelerated
because of an Event of Default, the Company shall promptly notify holders of
Senior Indebtedness of the acceleration.

     

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

     

    Nothing
in this Section 12.2 shall apply to claims of, or payments to, the Trustee under
or pursuant to Section 7.7. This Section 12.2 shall be subject to the further
provisions of Section 12.5.

     

    Section
12.3.  Subrogation of
Securities.

     

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

     

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

     

    
      
         


      

      
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    Upon any
payment or distribution of assets of the Company referred to in this Article
XII, the Trustee, subject to the provisions of Section 7.1, and the Holders of
the Securities shall be entitled to rely upon any order or decree made by any
court of competent jurisdiction in which such bankruptcy, dissolution,
winding-up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent
or other person making such payment or distribution, delivered to the Trustee or
to the Holders of the Securities, for the purpose of ascertaining the persons
entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon and all other facts pertinent thereto or to this Article
XII.

     

    Section
12.4.  Authorization to Effect
Subordination.

     

    Each
Holder of a Security by the Holder’s acceptance thereof authorizes and directs
the Trustee on the Holder’s behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article XII and
appoints the Trustee to act as the Holder’s attorney-in-fact for any and all
such purposes. If the Trustee does not file a proper proof of claim or proof of
debt in the form required in any proceeding referred to in Section 6.3 hereof at
least 30 days before the expiration of the time to file such claim, the holders
of any Senior Indebtedness or their representatives are hereby authorized to
file an appropriate claim for and on behalf of the Holders of the
Securities.

     

    Section
12.5.  Notice to
Trustee.

     

    The
Company shall give prompt written notice in the form of an Officers’ Certificate
to a Responsible Officer of the Trustee and to any Paying Agent of any fact
known to the Company which would prohibit the making of any payment of monies to
or by the Trustee or any Paying Agent in respect of the Securities pursuant to
the provisions of this Article XII. Notwithstanding the provisions of this
Article XII or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article XII, unless and until a
Responsible Officer of the Trustee shall have received written notice thereof at
the Corporate Trust Office from the Company (in the form of an Officers’
Certificate) or a Representative or a holder or holders of Senior Indebtedness
or from any trustee thereof; and before the receipt of any such written notice,
the Trustee, subject to the provisions of Section 7.1, shall be entitled in all
respects to assume that no such facts exist; provided that if on a date not
fewer than two Business Days prior to the date upon which by the terms hereof
any such monies may become payable for any purpose (including, without
limitation, the payment of the principal of, or premium, if any, or interest on
any Security) the Trustee shall not have received, with respect to such monies,
the notice provided for in this Section 12.5, then, anything herein contained to
the contrary notwithstanding, the Trustee shall have full power and authority to
receive such monies and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary which may be
received by it on or after such prior date.

     

    Notwithstanding
anything in this Article XII to the contrary, nothing shall prevent any payment
by the Trustee to the Holders of monies deposited with it pursuant to Section
8.1, and any such payment shall not be subject to the provisions of Section 12.1
or 12.2.

     

    The
Trustee, subject to the provisions of Section 7.1, shall be entitled to rely on
the delivery to it of a written notice by a Representative or a person
representing himself to be a holder of Senior Indebtedness (or a trustee on
behalf of such holder) to establish that such notice has been given by a
Representative or a holder of Senior Indebtedness or a trustee on behalf of any
such holder or holders. In the event that the Trustee determines in good faith
that further evidence is required with respect to the right of any person as a
holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article XII, the Trustee may request such person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such person, the extent to which such person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such person under this Article XII, and if such
evidence is not furnished the Trustee may defer any payment to such person
pending judicial determination as to the right of such person to receive such
payment.

     

    
      
         


      

      
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    Section
12.6.  Trustee’s Relation to Senior
Indebtedness.

     

    The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article XII in respect of any Senior Indebtedness at any time held by
it, to the same extent as any other holder of Senior Indebtedness, and nothing
in Section 7.11 or elsewhere in this Indenture shall deprive the Trustee of any
of its rights as such holder.

     

    With
respect to the holders of Senior Indebtedness, the Trustee undertakes to perform
or to observe only such of its covenants and obligations as are specifically set
forth in this Article XII, and no implied covenants or obligations with respect
to the holders of Senior Indebtedness shall be read into this Indenture against
the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and, subject to the provisions of Section 7.1,
the Trustee shall not be liable to any holder of Senior Indebtedness if it shall
pay over or deliver to Holders of Securities, the Company or any other person
money or assets to which any holder of Senior Indebtedness shall be entitled by
virtue of this Article XII or otherwise.

     

    Section
12.7.  No Impairment of
Subordination.

     

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

     

    Section
12.8.  Article Applicable to Paying
Agents.

     

    If at any
time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term “Trustee” as used in this Article
XII shall (unless the context otherwise requires) be construed as extending to
and including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article XII in addition to
or in place of the Trustee; provided, however, that the first paragraph of
Section 12.5 shall not apply to the Company or any Affiliate of the Company if
it or such Affiliate acts as Paying Agent.

     

    Section
12.9.  Senior Indebtedness Entitled
to Rely.

     

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

     

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

     

    
      
        
          
            
              
                
                  	
                          ROSETTA
      GENOMICS LTD.

                        
	 
      
	 
      
	
                          By:

                        
	
                          Title:

                        
	 
      
	
                          [TRUSTEE]

                        
	 
      
	 
      
	
                          By:

                        
	
                          Title:

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
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