F-3










Exhibit 4.5  



EZCHIP SEMICONDUCTOR
LTD. 



TO 







TRUSTEE 



INDENTURE 


Dated as of                , 200 

Debt Securities  











TABLE OF CONTENTS 




		Page

	 	
		
		
		
	ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 	 
	 	 
	Section 101. Definitions	1 
	Section 102. Compliance Certificates and Opinions	9 
	Section 103. Form of Documents Delivered to Trustee	10 
	Section 104. Acts of Holders	10 
	Section 105. Notices, etc., to Trustee and Company	12 
	Section 106. Notice to Holders; Waiver	13 
	Section 107. Effect of Headings and Table of Contents	13 
	Section 108. Successors and Assigns	13 
	Section 109. Separability Clause	14 
	Section 110. Benefits of Indenture	14 
	Section 111. No Personal Liability	14 
	Section 112. Governing Law	14 
	Section 113. Legal Holidays	14 
	 	 
	ARTICLE TWO
SECURITIES FORMS 	 
	 	 
	Section 201. Forms of Securities	15 
	Section 202. Form of Trustee's Certificate of Authentication	15 
	Section 203. Securities Issuable in Global Form	15 
	 	 
	ARTICLE THREE
THE SECURITIES 	 
	 	 
	Section 301. Amount Unlimited; Issuable in Series	16 
	Section 302. Denominations	20 
	Section 303. Execution, Authentication Delivery and Dating	20 
	Section 304. Temporary Securities	22 
	Section 305. Registration, Registration of Transfer and Exchange	25 
	Section 306. Mutilated, Destroyed, Lost and Stolen Securities	28 
	Section 307. Payment of Interest; Interest Rights Preserved	29 
	Section 308. Persons Deemed Owners	31 
	Section 309. Cancellation	32 
	Section 310. Computation of Interest	32 
	 	 
	ARTICLE FOUR
SATISFACTION AND DISCHARGE 	 
	 	 
	Section 401. Satisfaction and Discharge of Indenture	32 
	Section 402. Application of Company Funds	34 






i









		Page

	 	
		
		
		
	ARTICLE FIVE
REMEDIES 	 
	 	 
	Section 501. Events of Default	34 
	Section 502. Acceleration of Maturity; Rescission and Annulment	36 
	Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee	37 
	Section 504. Trustee May File Proofs of Claim	37 
	Section 505. Trustee May Enforce Claims Without Possession of Securities or Coupons	38 
	Section 506. Application of Money Collected	38 
	Section 507. Limitation on Suits	39 
	Section 508. Unconditional Right of Holders to Receive Principal, Premium or

 Make- Whole Amount, if any, Interest and Additional Amounts	40 
	Section 509. Restoration of Rights and Remedies	40 
	Section 510. Rights and Remedies Cumulative	40 
	Section 511. Delay or Omission Not Waiver	40 
	Section 512. Control by Holders of Securities	40 
	Section 513. Waiver of Past Defaults	41 
	Section 514. Undertaking for Costs	41 
	 	 
	TICLE SIX
THE TRUSTEE	 
	 	 
	Section 601. Notice of Defaults	42 
	Section 602. Certain Rights of Trustee	42 
	Section 603. Not Responsible for Recitals or Issuance of Securities	43 
	Section 604. May Hold Securities	44 
	Section 605. Money Held in Trust	44 
	Section 606. Compensation and Reimbursement	44 
	Section 607. Corporate Trustee Required; Eligibility; Conflicting Interests	45 
	Section 608. Resignation and Removal; Appointment of Successor	45 
	Section 609. Acceptance of Appointment By Successor	46 
	Section 610. Merger, Conversion, Consolidation or Succession to Business	48 
	Section 611. Appointment of Authenticating Agent	48 
	 	 
	ARTICLE SEVEN
HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 	 
	 	 
	Section 701. Disclosure of Names and Addresses of Holders	50 
	Section 702. Reports by Trustee	50 
	Section 703. Reports by the Company	50 
	Section 704. Company to Furnish Trustee Names and Addresses of Holders	51 






ii







		Page

	 	
		
		
		
	ARTICLE EIGHT
CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE 	 
	 	 
	Section 801. Consolidations and Mergers of Company and Sales, Leases

 and Conveyances Permitted Subject to Certain Conditions	51 
	Section 802. Rights and Duties of Successor Corporation	51 
	Section 803. Officers' Certificate and Opinion of Counsel	52 
	 	 
	ARTICLE NINE
SUPPLEMENTAL INDENTURES 	 
	 	 
	Section 901. Supplemental Indentures Without Consent of Holders	52 
	Section 902. Supplemental Indentures with Consent of Holders	54 
	Section 903. Execution of Supplemental Indentures	55 
	Section 904. Effect of Supplemental Indentures	55 
	Section 905. Conformity with Trust Indenture Act	55 
	Section 906. Reference in Securities to Supplemental Indentures	55 
	Section 907. Notice of Supplemental Indentures	55 
	 	 
	ARTICLE TEN
COVENANTS 	 
	 	 
	Section 1001. Existence	56 
	Section 1002. Payment of Taxes and Other Claims	56 
	Section 1003. Statement as to Compliance	56 
	Section 1004. Additional Amounts	57 
	Section 1005. Waiver of Certain Covenants	58 
	 	 
	ARTICLE ELEVEN
REDEMPTION OF SECURITIES 	 
	 	 
	Section 1101. Applicability of Article	58 
	Section 1102. Election to Redeem; Notice to Trustee	58 
	Section 1103. Selection by Trustee of Securities to Be Redeemed	58 
	Section 1104. Notice of Redemption	59 
	Section 1105. Deposit of Redemption Price	60 
	Section 1106. Securities Payable on Redemption Date	60 
	Section 1107. Securities Redeemed in Part	61 






iii










		Page

	 	
		
		
		
	ARTICLE TWELVE
SINKING FUNDS 	 
	 	 
	Section 1201. Applicability of Article	62 
	Section 1202. Satisfaction of Sinking Fund Payments with Securities	62 
	Section 1203. Redemption of Securities for Sinking Fund	62 
	 	 
	ARTICLE THIRTEEN
REPAYMENT AT THE OPTION OF HOLDERS 	 
	 	 
	Section 1301. Applicability of Article	63 
	Section 1302. Repayment of Securities	63 
	Section 1303. Exercise of Option	63 
	Section 1304. When Securities Presented for Repayment Become Due and Payable	64 
	Section 1305. Securities Repaid in Part	65 
	 	 
	ARTICLE FOURTEEN
DEFEASANCE AND COVENANT DEFEASANCE 	 
	 	 
	Section 1401. Applicability of Article; Company's Option to Effect Defeasance or Covenant	65 
	Defeasance
	Section 1402. Defeasance and Discharge	65 
	Section 1403. Covenant Defeasance	66 
	Section 1404. Conditions to Defeasance or Covenant Defeasance	66 
	Section 1405. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous	68 
	Provisions
	 	 
	ARTICLE FIFTEEN
MEETINGS OF HOLDERS OF SECURITIES 	 
	 	 
	Section 1501. Purposes for Which Meetings May Be Called	69 
	Section 1502. Call, Notice and Place of Meetings	70 
	Section 1503. Persons Entitled to Vote at Meetings	70 
	Section 1504. Quorum; Action	70 
	Section 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings	71 
	Section 1506. Counting Votes and Recording Action of Meetings	72 
	Section 1507. Evidence of Action Taken by Holders	73 
	Section 1508. Proof of Execution of Instruments	73 
	 	 
	TESTIMONIUM
	SIGNATURES AND SEALS
	ACKNOWLEDGMENTS
	EXHIBIT A – FORMS OF CERTIFICATION






iv







EZCHIP SEMICONDUCTOR
LTD. 



Reconciliation and tie between Trust
Indenture Act of 1939, as amended (the "1939 Act"), and Indenture, dated as of
              ,         . 




	Trust Indenture Act Section
	Indenture Section

	 		
			
			
			
	Section 310 	(a)(1)	607(a)
	 	(a)(2)	607(a)
	 	(b)	607(b), 
	 	 	608 
	Section 312 	(c)	701 
	Section 314 	(a)	703 
	 	(a)(4)	1011 
	 	(c)(1)	102 
	 	(c)(2)	102 
	 	(e)	102 
	Section 315 	(b)	601 
	 
	Section 316	(a) (last sentence)	101 
("Outstanding")
	 	(a)(1)(A)	502,512 
	 
	 	(a)(1)(B)	513 
	 	(b)	508 
	Section 317 	(a)(1)	503 
	 	(a)(2)	504 
	Section 318 	(a)	112 
	 	(c)	112 






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






	 	
Attention
should also be directed to Section 318(c) of the 1939 Act, which provides that the
provisions of Sections 310 to and including 317 of the 1939 Act are a part of and govern
every qualified indenture, whether or not physically contained therein. 






v







        INDENTURE,
dated as of                , 200    ,
between EZCHIP SEMICONDUCTOR LTD., an Israeli company (hereinafter
called the “Company”), having its office at 1 Hatamar Street, P.O. Box 527,
Yokneam 20692, Israel and          , a            
banking            , as Trustee hereunder
(hereinafter  called the “Trustee”), having its Corporate Trust Office at                        
                             
     . 



RECITALS OF THE COMPANY 



        The
Company deems it necessary to issue from time to time for its lawful purposes senior debt
securities (hereinafter called the “Securities”) evidencing its senior
indebtedness, and has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of the Securities, unlimited as to aggregate
principal amount, to bear interest at the rates or formulas, to mature at such times and
to have such other provisions as shall be fixed therefor as hereinafter provided. 



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



        NOW,
THEREFORE, THIS INDENTURE WITNESSETH: 



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





ARTICLE ONE 

DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION 



        Section 101. Definitions. 



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



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




        (2)
          all other terms used herein which are defined in the TIA, either directly or by
          reference therein, have the meanings assigned to them therein, and the terms
          “cash transaction” and “self-liquidating paper,” as used in
          TIA Section 311, shall have the meanings assigned to them in the rules of the
          Commission adopted under the TIA;  




        (3)
          all accounting terms not otherwise defined herein have the meanings assigned to
          them in accordance with GAAP; and  











        (4)
the words “herein,” “hereof” and “hereunder” and
          other words of similar import refer to this Indenture as a whole and not to any
          particular Article, Section or other subdivision.  





        Certain
terms, used principally in Article Three, Article Five, Article Six and Article Ten, are
defined in those Articles. In addition, the following terms shall have the indicated
respective meanings:  




        “Act”has
the meaning specified in Section 104.  




        “Additional
Amounts” means any additional amounts which are required by a Security, under
circumstances specified therein, to be paid by the Company in respect of certain taxes
imposed on certain Holders 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” when used with respect to any
specified Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing. 



        “Authenticating
Agent” means any authenticating agent appointed by the Trustee pursuant to Section
611. 



        “Authorized
Newspaper” means a newspaper, printed in the English language or in an official
language of the country of publication, customarily published on each Business Day,
whether or not published on Saturdays, Sundays or holidays, and of general circulation in
each place in connection with which the term is used or in the financial community of each
such place. Whenever successive publications are required to be made in Authorized
Newspapers, the successive publications may be made in the same or in different Authorized
Newspapers in the same city meeting the foregoing requirements and in each case on any
Business Day. 



        “Bankruptcy
Law” has the meaning specified in Section 501. 



        “Bearer
Security” means a Security which is payable to bearer. 



        “Board
of Directors” means the Board of Directors of the Company, the executive committee or
any other committee of that board duly authorized to act for it in respect hereof. 



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



        “Business
Day,” when used with respect to any Place of Payment or any other particular location
referred to in this Indenture or in the Securities, means, unless otherwise specified with
respect to any Securities pursuant to Section 301, any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking institutions in that
Place of Payment or particular location are authorized or required by law, regulation or
executive order to close. 



2







        “Capital
Stock” means, with respect to any Person, any capital stock (including preferred
stock), shares, interests, participations or other ownership interests (however
designated) of such Person and any rights (other than debt securities convertible or
exchangeable for corporate stock), warrants or options to purchase any thereof. 



        “CEDEL”
means Centrale de Livraison de Valeurs Mobilieres, S.A., or its successor. 



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



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



        “Company
Request” and “Company Order” mean, respectively, a written request or order
signed in the name of the Company by the President or a Vice President of the Company, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the
Company, or other duly authorized officer and delivered to the Trustee. 



        “Conversion
Event” means the cessation of use of (i) a Foreign Currency (other than the ECU or
other currency unit) both by the government of the country which issued such currency and
for the settlement of transactions by a central bank or other public institutions of or
within the international banking community, (ii) the ECU both within the European Monetary
System and for the settlement of transactions by public institutions of or within the
European Communities or (iii) any currency unit (or composite currency) other than the ECU
for the purposes for which it was established. 



        “Corporate
Trust Office” means the office of the Trustee at which, at any particular time, its
corporate trust business shall be principally administered, at which the principal of (and
Make-Whole Amount, if any), interest, if any, on, and Additional Amounts, if any, payable
in respect of, Securities of or within a series shall be payable and any Registered
Securities of or within such series may be surrendered for registration of transfer or
exchange, and at which notices or demands to or upon the Company in respect of the
Securities of or within a series and this Indenture may be served, which office at the
date hereof is located at . 



        “Corporation”
includes corporations, associations, companies and business trusts. 



        “Coupon”
means any interest coupon appertaining to a Bearer Security. 



        “Custodian”
has the meaning set forth in Section 501. 



        “Defaulted
Interest” has the meaning specified in Section 307. 



3







        “Dollar”
or “$” means a dollar or other equivalent unit in such coin or currency of the
United States of America as at the time shall be legal tender for payment of public and
private debts. 



      “DTC”
means The Depository Trust Company.



        “ECU”
means the European Currency Unit as defined and revised from time to time by the Council
of the European Communities. 



        “Euroclear”
means Morgan Guaranty Trust Company of New York, Brussels Office, or its successor as
operator of the Euroclear System. 



        “European
Communities” means the European Economic Community, the European Coal and Steel
Community and the European Atomic Energy Community. 



        “European
Monetary System” means the European Monetary System established by the Resolution of
December 5, 1978 of the Council of the European Communities. 



        “Event
of Default” has the meaning specified in Article Five. 



        “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder by the Commission. 



        “Foreign
Currency” means any currency, currency unit or composite currency, including, without
limitation, the ECU, issued by the government of one or more countries other than the
United States of America or by any recognized confederation or association of such
governments. 



        “GAAP”
means generally accepted accounting principles as used in the United States applied on a
consistent basis as in effect from time to time; provided, that solely for purposes of any
calculation required by the financial covenants contained herein, “GAAP” shall
mean generally accepted accounting principles as used in the United States on the date
hereof, applied on a consistent basis. 



        “Government
Obligations” means securities which are (i) direct obligations of the United States
of America or the government which issued the Foreign Currency in which the Securities of
a particular series are payable, for the payment of which its full faith and credit is
pledged or (ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America or such government which issued
the Foreign Currency in which the Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the United
States of America or such other government, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a depository
receipt issued by a bank or trust company as custodian with respect to any such Government
Obligation or a specific payment of interest on or principal of any such Government
Obligation held by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect
of the Government Obligation or the specific payment of interest on or principal of the
Government Obligation evidenced by such depository receipt.



4








        “Holder”
means, in the case of a Registered Security, the Person in whose name a Security is
registered in the Security Register and, in the case of a Bearer Security, the bearer
thereof and, when used with respect to any coupon, shall mean the bearer thereof. 



        “Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into
pursuant to the applicable provisions hereof, and shall include the terms of particular
series of Securities established as contemplated by Section 301; provided, however, that,
if at any time more than one Person is acting as Trustee under this instrument,
“Indenture” shall mean, with respect to any one or more series of Securities for
which such Person is Trustee, this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof and shall include the terms of
the or those particular series of Securities for which such Person is Trustee established
as contemplated by Section 301, exclusive, however, of any provisions or terms which
relate solely to other series of Securities for which such Person is not Trustee,
regardless of when such terms or provisions were adopted, and exclusive of any provisions
or terms adopted by means of one or more indentures supplemental hereto executed and
delivered after such Person had become such Trustee but to which such Person, as such
Trustee, was not a party. 



        “Indexed
Security” means a Security the terms of which provide that the principal amount
thereof payable at Stated Maturity may be more or less than the principal face amount
thereof at original issuance. 



        “Interest”
when used with respect to an Original Issue Discount Security which by its terms bears
interest only after Maturity, shall mean interest payable after Maturity, and, when used
with respect to a Security which provides for the payment of Additional Amounts pursuant
to Section 1011, includes such Additional Amounts. 



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



        “Make-Whole
Amount” means the amount, if any, in addition to principal which is required by a
Security, under the terms and conditions specified therein or as otherwise specified as
contemplated by Section 301, to be paid by the Company to the Holder thereof in connection
with any optional redemption or accelerated payment of such Security. 



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



        “Officers’
Certificate” means a certificate signed by the President or a Vice President and by
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, or other
duly authorized officer of the Company, and delivered to the Trustee. 



5







        “Opinion
of Counsel” means a written opinion of counsel, who may be an employee of or counsel
for the Company or other counsel satisfactory to the Trustee. 



        “Original
Issue Discount Security” means any Security which provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 502. 



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



        (i)
          Securities theretofore cancelled by the Trustee or delivered to the Trustee for
          cancellation;  




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




        (iii)
          Securities, except solely to the extent provided in Sections 1402 or 1403, as
          applicable, with respect to which the Company has effected defeasance and/or
          covenant defeasance as provided in Article Fourteen;  




        (iv)
          Securities which have been paid pursuant to Section 306 or in exchange for or
in           lieu of which other Securities have been authenticated and delivered
pursuant to           this Indenture, other than any such Securities in respect of which
there shall           have been presented to the Trustee proof satisfactory to it that
such Securities           are held by a bona fide purchaser in whose hands such
Securities are valid           obligations of the Company; and  





6







        (v)
          Securities converted into Capital Stock of the Company pursuant to or in
          accordance with this Indenture if the terms of such Securities provide for
          convertibility pursuant to Section 301; provided, however, that in determining
          whether the Holders of the requisite principal amount of the Outstanding
          Securities have given any request, demand, authorization, direction, notice,
          consent or waiver hereunder or are present at a meeting of Holders for quorum
          purposes, and for the purpose of making the calculations required by TIA
Section           313, (i) the principal amount of an Original Issue Discount Security
that may be           counted in making such determination or calculation and that shall
be deemed to           be Outstanding for such purpose shall be equal to the amount of
principal           thereof that would be (or shall have been declared to be) due and
payable, at           the time of such determination, upon a declaration of acceleration
of the           maturity thereof pursuant to Section 502, (ii) the
principal amount of any Security denominated in a Foreign Currency that may be counted in
making such determination or calculation and that shall be deemed Outstanding for such
purpose shall be equal to the Dollar equivalent, determined pursuant to Section 301 as of
the date such Security is originally issued by the Company, of the principal amount (or,
in the case of an Original Issue Discount Security, the Dollar equivalent as of such date
of original issuance of the amount determined as provided in clause (i) above) of such
Security, (iii) the principal amount of any Indexed Security that may be counted in making
such determination or calculation and that shall be deemed outstanding for such purpose
shall be equal to the principal face amount of such Indexed Security at original issuance,
unless otherwise provided with respect to such Indexed Security pursuant to Section 301,
and (iv) Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be protected in
making such calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee knows to be so
owned shall be so disregarded. Securities so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that the
pledgee is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor. 



        “Paying
Agent” means any Person authorized by the Company to pay the principal of (and
premium or Make-Whole Amount, if any) or interest on any Securities or coupons on behalf
of the Company, or if no such Person is authorized, the Company. 



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



        “Place
of Payment” means, when used with respect to the Securities of or within any series,
the place or places where the principal of (and premium or Make-Whole Amount, if any) and
interest on such Securities are payable as specified as contemplated by Section 301. 



        “Predecessor
Security” of any particular Security means every previous Security evidencing all or
a portion of the same debt as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under Section 306 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security or a Security
to which a mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or the
Security to which the mutilated, destroyed, lost or stolen coupon appertains. 



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



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



7







        “Registered
Security” means any Security which is registered in the Security Register. 



        “Regular
Record Date” for the installment of interest payable on any Interest Payment Date on
the Registered Securities of or within any series means the date specified for that
purpose as contemplated by Section 301, whether or not a Business Day. 



        “Repayment
Date” means, when used with respect to any Security to be repaid or repurchased at
the option of the Holder, the date fixed for such repayment or repurchase by or pursuant
to this Indenture. 



        “Repayment
Price” means, when used with respect to any Security to be repaid or purchased at the
option of the Holder, the price at which it is to be repaid or repurchased by or pursuant
to this Indenture. 



        “Responsible
Officer” means, when used with respect to the Trustee, any officer of the Trustee
assigned by the Trustee to administer its corporate trust matters. 



        “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder by the Commission. 



        “Security”
has the meaning stated in the first recital of this Indenture and, more particularly,
means any Security or Securities authenticated and delivered under this Indenture;
provided, however, that, if at any time there is more than one Person acting as Trustee
under this Indenture, “Securities” with respect to the Indenture as to which
such Person is Trustee shall have the meaning stated in the first recital of this
Indenture and shall more particularly mean Securities authenticated and delivered under
this Indenture, exclusive, however, of Securities of or within any series as to which such
Person is not Trustee. 



        “Security
Register” and “Security Registrar” have the respective meanings specified
in Section 305. 



        “Significant
Subsidiary” means any Subsidiary which is a “significant subsidiary”
(within the meaning of Regulation S-X, promulgated under the Securities Act) of the
Company. 



        “Special
Record Date” for the payment of any Defaulted Interest on the Registered Securities
of or within any series means a date fixed by the Trustee pursuant to Section 307. 



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



        “Subsidiary”
means, with respect to any Person, any corporation or other entity of which a majority of
(a) the voting power of the voting equity securities or (b) the outstanding equity
interests of which are owned, directly or indirectly, by such Person. For the purposes of
this definition, “voting equity securities” means equity securities having
voting power for the election of directors, whether at all times or only so long as no
senior class of security has such voting power by reason of any contingency. 



8







        “Trust
Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended
and as in force at the date as of which this Indenture was executed, except as provided in
Section 905. 



        “Trustee”
means the Person named as the “Trustee” in the first paragraph of this Indenture
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; provided, however, that if at any time there is more than one
such Person, “Trustee” as used with respect to the Securities of or within any
series shall mean only the Trustee with respect to the Securities of that series. 



        “United
States” means, unless otherwise specified with respect to any Securities pursuant to
Section 301, the United States of America (including the states and the District of
Columbia), its territories, its possessions and other areas subject to its jurisdiction. 



        “United
States person” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, an individual who is a citizen or resident of the United States,
a corporation, partnership or other entity created or organized in or under the laws of
the United States or an estate or trust the income of which is subject to United States
federal income taxation regardless of its source. 



        “Yield
to Maturity” means the yield to maturity, computed at the time of issuance of a
Security (or, if applicable, at the most recent redetermination of interest on such
Security) and as set forth in such Security in accordance with generally accepted United
States bond yield computation principles. 



        Section
102. Compliance Certificates and Opinions. 



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



        Every
certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (excluding certificates delivered pursuant to Section 1010) shall
include: 



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




        (2)
          a brief statement as to the nature and scope of the examination or
investigation           upon which the statements or opinions contained in such
certificate or opinion           are based;  



9







        (3)
          a statement that, in the opinion of each such individual, he has made such
          examination or investigation as is necessary to enable him to express an
          informed opinion as to whether or not such condition or covenant has been
          complied with; and  




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




        Section
103. Form of Documents Delivered to Trustee. 



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



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



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



        Section
104. Acts of Holders. 



        (1)
          Any request, demand, authorization, direction, notice, consent, waiver or other
          action provided by this Indenture to be given or taken by Holders of the
          Outstanding Securities of all series or one or more series, as the case may be,
          may be embodied in and evidenced by one or more instruments of substantially
          similar tenor signed by such Holders in person or by agents duly appointed in
          writing. If Securities of a series are issuable as Bearer Securities, any
          request, demand, authorization, direction, notice, consent, waiver or other
          action provided by this Indenture to be given or taken by Holders of Securities
          of such series may, alternatively, be embodied in and evidenced by the record
of           Holders of Securities of such series voting in favor thereof, whether in
person           or by proxies duly appointed in writing, at any meeting of Holders of
Securities           of such series duly called and held in accordance with the
provisions of Article           Fifteen, or a combination of such instruments and any
such record. Except as           herein otherwise expressly provided, such action shall
become effective when           such instrument or instruments or record or are delivered
to the Trustee and,           where it is hereby expressly  required, to the Company. Such
instrument or instruments and any such record (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or of the
holding by any Person of a Security, shall be sufficient for any purpose of this Indenture
and conclusive in favor of the Trustee and the Company and any agent of the Trustee or the
Company, if made in the manner provided in this Section. The record of any meeting of
Holders of Securities shall be proved in the manner provided in Section 1506.



10








        (2)
          The fact and date of the execution by any Person of any such instrument or
          writing may be proved by the affidavit of a witness of such execution or by a
          certificate of a notary public or other officer authorized by law to take
          acknowledgements of deeds, certifying that the individual signing such
          instrument or writing acknowledged to him the execution thereof. Where such
          execution is by a signer acting in a capacity other than his individual
          capacity, such certificate or affidavit shall also constitute sufficient proof
          of his authority. The fact and date of the execution of any such instrument or
          writing, or the authority of the Person executing the same, may also be proved
          in any other reasonable manner which the Trustee deems sufficient.  




        (3)
          The ownership of Registered Securities shall be proved by the Security
Register.  




        (4)
          The ownership of Bearer Securities may be proved by the production of such
          Bearer Securities or by a certificate executed, as depositary, by any trust
          company, bank, banker or other depositary, wherever situated, if such
          certificate shall be deemed by the Trustee to be satisfactory, showing that at
          the date therein mentioned such Person had on deposit with such depositary, or
          exhibited to it, the Bearer Securities therein described; or such facts may be
          proved by the certificate or affidavit of the Person holding such Bearer
          Securities, if such certificate or affidavit is deemed by the Trustee to be
          satisfactory. The Trustee and the Company may assume that such ownership of any
          Bearer Security continues until (1) another certificate or affidavit bearing a
          later date issued in respect of the same Bearer Security is produced, or (2)
          such Bearer Security is produced to the Trustee by some other Person, or (3)
          such Bearer Security is surrendered in exchange for a Registered Security, or
          (4) such Bearer Security is no longer Outstanding. The ownership of Bearer
          Securities may also be proved in any other manner which the Trustee deems
          sufficient.  




        (5)
          If the Company shall solicit from the Holders of Registered Securities any
          request, demand, authorization, direction, notice, consent, waiver or other
Act,           the Company may, at its option, in or pursuant to a Board Resolution, fix
in           advance a record date for the determination of Holders entitled to give such
          request, demand, authorization, direction, notice, consent, waiver or other
Act,           but the Company shall have no obligation to do so. Notwithstanding TIA
Section           316(c), such record date shall be the record date specified in or
pursuant to           such Board Resolution, which shall be a date not earlier than the
date 30 days           prior to the first solicitation of Holders generally in connection
therewith and           not later than the date such solicitation is completed. If such a  record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be given before
or after such record date, but only the Holders of record at the close of business on such
record date shall be deemed to be Holders for the purposes of determining whether Holders
of the requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent, waiver or
other Act, and for that purpose the Outstanding Securities shall be computed as of such
record date; provided that no such authorization, agreement or consent by the Holders on
such record date shall be deemed effective unless it shall become effective pursuant to
the provisions of this Indenture not later than eleven months after the record date. 



11








        (6)
          Any request, demand, authorization, direction, notice, consent, waiver or other
          Act of the Holder of any Security shall bind every future Holder of the same
          Security and the Holder of every Security issued upon the registration of
          transfer thereof or in exchange therefor or in lieu thereof in respect of
          anything done, omitted or suffered to be done by the Trustee, any Security
          Registrar, any Paying Agent, any Authenticating Agent or the Company in
reliance           thereon, whether or not notation of such action is made upon such
Security.  




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



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



        (1)
          The Trustee by any Holder or by the Company shall be sufficient for every
          purpose hereunder if made, given, furnished or filed in writing to or with the
          Trustee at its Corporate Trust Office, Attention: Corporate Trust Operations,
or  




        (2)
          The Company by the Trustee or by any Holder shall be sufficient for every
          purpose hereunder (unless otherwise herein expressly provided) if in writing
and           mailed, first class postage prepaid, to the Company addressed to it at the
          address of its office specified in the first paragraph of this Indenture or at
          any other address previously furnished in writing to the Trustee by the
Company.  




        Section
106. Notice to Holders; Waiver. 



        Where
this Indenture provides for notice of any event to Holders of Registered Securities by the
Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to each such
Holder affected by such event, at his address as it appears in the Security Register, not
later than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders of Registered Securities is
given by mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice with respect
to other Holders of Registered Securities or the sufficiency of any notice to Holders of
Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner
herein prescribed shall be conclusively deemed to have been received by such Holder,
whether or not such Holder actually receives such notice.



12








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



        Except
as otherwise expressly provided herein or otherwise specified with respect to any
Securities pursuant to Section 301, where this Indenture provides for notice to Holders of
Bearer Securities of any event, such notice shall be sufficiently given if published in an
Authorized Newspaper in The City of New York and in such other city or cities as may be
specified in such Securities, and if the Securities of such series are listed on any stock
exchange outside the United States, in any place at which such Securities are listed on a
securities exchange to the extent that such securities exchange so requires, on a Business
Day, such publication to be not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. Any such notice shall be deemed
to have been given on the date of such publication or, if published more than once, on the
date of the first such publication. 



        If
by reason of the suspension of publication of any Authorized Newspaper or Authorized
Newspapers or by reason of any other cause it shall be impracticable to publish any notice
to Holders of Bearer Securities as provided above, then such notification to Holders of
Bearer Securities as shall be given with the approval of the Trustee shall constitute
sufficient notice to such Holders for every purpose hereunder. Neither the failure to give
notice by publication to any particular Holder of Bearer Securities as provided above, nor
any defect in any notice so published, shall affect the sufficiency of such notice with
respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders
of Registered Securities given as provided herein. 



        Any
request, demand, authorization, direction, notice, consent or waiver required or permitted
under this Indenture shall be in the English language, except that any published notice
may be in an official language of the country of publication. 



        Where
this Indenture provides for notice in any manner, such notice may be waived in writing by
the Person entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed
with the Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver. 



        Section
107. Effect of Headings and Table of Contents. 



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



        Section
108. Successors and Assigns. 



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



13







        Section
109. Separability Clause. 



        In
case any provision in this Indenture or in any Security or coupon 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
110. Benefits of Indenture. 



        Nothing
in this Indenture or in the Securities or coupons appertaining thereto, express or
implied, shall give to any Person, other than the parties hereto, any Security Registrar,
any Paying Agent, any Authenticating Agent and their successors hereunder and the Holders
any benefit or any legal or equitable right, remedy or claim under this Indenture. 



        Section
111. No Personal Liability. 



        No
recourse under or upon any obligation, covenant or agreement contained in this Indenture,
in any Security or coupon appertaining thereto, or because of any indebtedness evidenced
thereby, shall be had against any promoter, as such or, against any past, present or
future shareholder, officer or director, as such, of the Company or of any successor,
either directly or through the Company or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal or
equitable proceeding or otherwise, all such liability being expressly waived and released
by the acceptance of the Securities by the Holders thereof and as part of the
consideration for the issue of the Securities. 



        Section
112. Governing Law. 



        This
Indenture and the Securities and coupons shall be governed by and construed in accordance
with the law of the State of New York. This Indenture is subject to the provisions of the
TIA that are required to be part of this Indenture and shall, to the extent applicable, be
governed by such provisions. 



        Section
113. Legal Holidays. 



        In
any case where any Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, Stated Maturity or Maturity of any Security shall not be a Business Day at
any Place of Payment, then (notwithstanding any other provision of this Indenture or any
Security or coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu hereof), payment of interest
or any Additional Amounts or principal (and premium or Make-Whole Amount, if any) need not
be made at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date, Redemption Date, Repayment Date or sinking fund payment date, or at
the Stated Maturity or Maturity, provided that no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date, Redemption Date,
Repayment Date, sinking fund payment date, Stated Maturity or Maturity, as the case may
be. 



14










ARTICLE TWO 

SECURITIES FORMS 





        Section
201. Forms of Securities. 



        The
Registered Securities, if any, of each series and the Bearer Securities, if any, and
related coupons of each series, shall be in substantially the forms as shall be
established in or pursuant to one or more indentures supplemental hereto or Board
Resolutions, shall have such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture or any indenture supplemental
hereto, and may have such letters, numbers or other marks of identification or designation
and such legends or endorsements placed thereon as the Company may deem appropriate and as
are not inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with any rule
or regulation of any stock exchange on which the Securities may be listed, or to conform
to usage. 



        Unless
otherwise specified as contemplated by Section 301, Bearer Securities shall have interest
coupons attached. 



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



        Section
202. Form of Trustee’s Certificate of Authentication. 



        Subject
to Section 611, the Trustee’s certificate of authentication shall be in substantially
the following form: 



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



			                   
                  
                                       ,

as
Trustee


By
Authorized Signatory








        Section
203.  Securities Issuable in Global Form.  



        If
Securities of or within a series are issuable in global form, as specified as contemplated
by Section 301, then, notwithstanding clause (H) of Section 301 and the provisions of
Section 302, any such Security shall represent such of the Outstanding Securities of such
series as shall be specified therein and may provide that it shall represent the aggregate
amount of Outstanding Securities of such series from time to time endorsed thereon and
that the aggregate amount of Outstanding Securities of such series represented thereby may
from time to time be increased or decreased to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase or
decrease in the amount, of Outstanding Securities represented thereby shall be made by the
Trustee in such manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee pursuant to
Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section
304, the Trustee shall deliver and redeliver any Security in permanent global form in the
manner and upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or
simultaneously is, delivered, any instructions by the Company with respect to endorsement
or delivery or redelivery of a Security in global form shall be in writing but need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel. 





15








        The
provisions of the last sentence of Section 303 shall apply to any Security represented by
a Security in global form if such Security was never issued and sold by the Company and
the Company delivers to the Trustee the Security in global form together with written
instructions (which need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel) with regard to the reduction in the principal amount of Securities
represented thereby, together with the written statement contemplated by the last sentence
of Section 303. 



        Notwithstanding
the provisions of Section 307, unless otherwise specified as contemplated by Section 301,
payment of principal of and any premium or Make-Whole Amount and interest on any Security
in permanent global form shall be made to the Person or Persons specified therein. 



        Notwithstanding
the provisions of Section 308 and except as provided in the preceding paragraph, the
Company, the Trustee and any agent of the Company and the Trustee shall treat as the
Holder of such principal amount of Outstanding Securities represented by a permanent
global Security (i) in the case of a permanent global Security in registered form, the
Holder of such permanent global Security in registered form, or (ii) in the case of a
permanent global Security in bearer form, Euroclear or CEDEL. 






ARTICLE THREE 

THE SECURITIES 



        Section
301. Amount Unlimited; Issuable in Series. 



        The
aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited. 



16







        The
Securities may be issued in one or more series. There shall be established in or pursuant
to one or more Board Resolutions, or indentures supplemental hereto, prior to the issuance
of Securities of any series, any or all of the following, as applicable (each of which
(except for the matters set forth in clauses (A), (B) and (O) below), if so provided, may
be determined from time to time by the Company with respect to unissued Securities of or
within the series when issued from time to time): 





        (1)
          the title of the Securities of or within the series (which shall distinguish
the           Securities of such series from all other series of Securities);  




        (2)
          any limit upon the aggregate principal amount of the Securities of or within
the           series that may be authenticated and delivered under this Indenture (except
for           Securities authenticated and delivered upon registration of transfer of, or
in           exchange for, or in lieu of, other Securities of or within the series
pursuant           to Section 304, 305, 306, 906, 1107 or 1305);  




        (3)
          the date or dates, or the method by which such date or dates will be
determined,           on which the principal of the Securities of or within the series
shall be           payable and the amount of principal payable thereon;  




        (4)
          the rate or rates at which the Securities of or within the series shall bear
          interest, if any, or the method by which such rate or rates shall be
determined,           the date or dates from which such interest shall accrue or the
method by which           such date or dates shall be determined, the Interest Payment
Dates on which such           interest will be payable and the Regular Record Date, if
any, for the interest           payable on any Registered Security on any Interest
Payment Date, or the method           by which such date shall be determined, and the
basis upon which interest shall           be calculated if other than that of a 360-day
year consisting of twelve 30-day           months;  




        (5)
          the place or places, if any, other than or in addition to the Borough of
          Manhattan, The City of New York, where the principal of (and premium or
          Make-Whole Amount, if any), interest, if any, on, and Additional Amounts, if
          any, payable in respect of, Securities of or within the series shall be
payable,           any Registered Securities of or within the series may be surrendered
for           registration of transfer or exchange and notices or demands to or upon the
          Company in respect of the Securities of or within the series and this Indenture
          may be served;  




        (6)
          the period or periods within which, the price or prices (including the premium
          or Make-Whole Amount, if any) at which, the currency or currencies, currency
          unit or units or composite currency or currencies in which and other terms and
          conditions upon which Securities of or within the series may be redeemed in
          whole or in part, at the option of the Company, if the Company is to have the
          option;  




        (7)
          the obligation, if any, of the Company to redeem, repay or purchase Securities
          of or within the series pursuant to any sinking fund or analogous provision or
          at the option of a Holder thereof, and the period or periods within which or
the           date or dates on which, the price or prices at which, the currency or
          currencies, currency unit or units or composite currency or currencies in
which,           and other terms and conditions upon which Securities of or within the
series           shall be redeemed, repaid or purchased, in whole or in part, pursuant to
such           obligation;  




        (8)
          if other than denominations of $1,000 and any integral multiple thereof, the
          denominations in which any Registered Securities of or within the series shall be issuable and, if other than the
denomination of $5,000, the denomination or denominations in which any Bearer Securities
of or within the series shall be issuable; 



17








        (9)
          if other than the Trustee, the identity of each Security Registrar and/or
Paying           Agent;  




        (10)
          if other than the principal amount thereof, the portion of the principal amount
          of Securities of or within the series that shall be payable upon declaration of
          acceleration of the maturity thereof pursuant to Section 502, or the method by
          which such portion shall be determined;  




        (11)
          if other than Dollars, the Foreign Currency or Currencies in which payment of
          the principal of (and premium or Make-Whole Amount, if any) or interest or
          Additional Amounts, if any, on the Securities of or within the series shall be
          payable or in which the Securities of or within the series shall be
denominated;  




        (12)
          whether the amount of payments of principal of (and premium or Make-Whole
          Amount, if any) or interest, if any, on the Securities of or within the series
          may be determined with reference to an index, formula or other method (which
          index, formula or method may be based, without limitation, on one or more
          currencies, currency units, composite currencies, commodities, equity indices
or           other indices), and the manner in which such amounts shall be determined;  




        (13)
          whether the principal of (and premium or Make-Whole Amount, if any) or interest
          or Additional Amounts, if any, on the Securities of or within the series are to
          be payable, at the election of the Company or a Holder thereof, in a currency
or           currencies, currency unit or units or composite currency or currencies other
          than that in which such Securities are denominated or stated to be payable, the
          period or periods within which, and the terms and conditions upon which, such
          election may be made, and the time and manner of, and identity of the exchange
          rate agent with responsibility for, determining the exchange rate between the
          currency or currencies, currency unit or units or composite currency or
          currencies in which such Securities are denominated or stated to be payable and
          the currency or currencies, currency unit or units or composite currency or
          currencies in which such Securities are to be so payable;  




        (14)
          provisions, if any, granting special rights to the Holders of Securities of or
          within the series upon the occurrence of such events as may be specified;  




        (15)
          any deletions from, modifications of or additions to the Events of Default or
          covenants of the Company with respect to Securities of or within the series,
          whether or not such Events of Default or covenants are consistent with the
          Events of Default or covenants set forth herein;  




        (16)
          whether Securities of or within the series are to be issuable as Registered
          Securities, Bearer Securities (with or without coupons) or both, any
          restrictions applicable to the offer, sale or delivery of Bearer Securities and
          the terms upon which Bearer Securities of or within the series may be exchanged
          for Registered Securities of or within the series and vice versa (if permitted
          by applicable laws and regulations), whether any Securities
of or within the series are to be issuable initially in temporary global form and whether
any Securities of or within the series are to be issuable in permanent global form (with
or without coupons) and, if so, whether beneficial owners of interests in any such
permanent global Security may exchange such interests for Securities of such series and of
like tenor of any authorized form and denomination and the circumstances under which any
such exchanges may occur, if other than in the manner provided in Section 305, and, if
Registered Securities of or within the series are to be issuable as a global Security, the
identity of the depositary for such series;  



18








        (17)
          the date as of which any Bearer Securities of or within the series and any
          temporary global Security representing Outstanding Securities of or within the
          series shall be dated if other than the date of original issuance of the first
          Security of the series to be issued;  




        (18)
          the Person to whom any interest on any Registered Security of the series shall
          be payable, if other than the Person in whose name that Security (or one or
more           Predecessor Securities) is registered at the close of business on the
Regular           Record Date for such interest, the manner in which, or the Person to
whom, any           interest on any Bearer Security of the series 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, any interest           payable on a temporary global Security on an Interest
Payment Date will be paid           if other than in the manner provided in Section 304;  




        (19)
          the applicability, if any, of Sections 1402 and/or 1403 to the Securities of or
          within the series and any provisions in modification of, in addition to or in
          lieu of any of the provisions of Article Fourteen;  




        (20)
          if the Securities of such series are to be issuable in definitive form (whether
          upon original issue or upon exchange of a temporary Security of such series)
          only upon receipt of certain certificates or other documents or satisfaction of
          other conditions, then the form and/or terms of such certificates, documents or
          conditions;  




        (21)
          if the Securities of or within the series are to be issued upon the exercise of
          debt warrants, the time, manner and place for such Securities to be
          authenticated and delivered;  




        (22)
          whether and under what circumstances the Company will pay Additional Amounts as
          contemplated by Section 1011 on the Securities of or within the series to any
          Holder who is not a United States person (including any modification to the
          definition of such term) in respect of any tax, assessment or governmental
          charge and, if so, whether the Company will have the option to redeem such
          Securities rather than pay such Additional Amounts (and the terms of any such
          option);  




        (23)
          the obligation, if any, of the Company to permit the conversion of the
          Securities of such series into shares of Capital Stock of the Company and the
          terms and conditions upon which such conversion shall be effected (including,
          without limitation, the initial conversion price or rate, the conversion
period,           any adjustment of  the applicable conversion price or
rate and any requirements relative to the reservation of such shares for purposes of
conversion); and



19








        (24)
          any other terms of the series (which terms shall not be inconsistent with the
          provisions of this Indenture).  




        All
Securities of any one series and the coupons appertaining to any Bearer Securities of such
series, if any, shall be substantially identical except, in the case of Registered or
Bearer Securities issued in global form, as to denomination and except as may otherwise be
provided in or pursuant to such Board Resolution or in any such indenture supplemental
hereto. All Securities of any one series need not be issued at the same time and unless
otherwise provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series. 



        If
any of the terms of the Securities of any series are established by action taken pursuant
to one or more Board Resolutions or supplemental indentures, a copy of an appropriate
record of such action(s) shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of the Company Order
for authentication and delivery of such Securities. 



        Section
302. Denominations. 



        The
Securities of each series shall be issuable in such denominations as shall be specified as
contemplated by Section 301. With respect to Securities of any series denominated in
Dollars, in the absence of any such provisions with respect to the Securities of any
series, the Registered Securities of such series, other than Registered Securities issued
in global form (which may be of any denomination), shall be issuable in denominations of
$1,000 and any integral multiple thereof and the Bearer Securities of such series other
than Bearer Securities issued in global form (which may be of any denomination), shall be
issuable in denominations of $5,000. 



        Section
303. Execution, Authentication Delivery and Dating. 



        The
Securities and any coupons appertaining thereto shall be executed on behalf of the Company
by its President or a Vice President, under its corporate seal reproduced thereon, and
attested by its Secretary or an Assistant Secretary. The signature of any of these
officers on the Securities and coupons may be manual or facsimile signatures of the
present or any future such authorized officer and may be imprinted or otherwise reproduced
on the Securities. 



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



20







        At
any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series, together with any coupon appertaining
thereto, executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the Trustee in
accordance with the  Company Order shall authenticate and
deliver such Securities; provided, however, that, in connection with its original
issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the
United States; and provided further that, unless otherwise specified with respect to any
series of Securities pursuant to Section 301 a Bearer Security may be delivered in
connection with its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in
the form set forth in Exhibit A-1 to this Indenture or such other certificate as may be
specified with respect to any series of Securities pursuant to Section 301, dated no
earlier than 15 days prior to the earlier of the date on which such Bearer Security is
delivered and the date on which any temporary Security first becomes exchangeable for such
Bearer Security in accordance with the terms of such temporary Security and this
Indenture. Except as permitted by Section 306, the Trustee shall not authenticate and
deliver any Bearer Security unless all appurtenant coupons for interest then matured have
been detached and cancelled. 



        If
all of the Securities of any series are not to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series shall so permit, such
Company Order may set forth procedures acceptable to the Trustee for the issuance of such
Securities and determining the terms of particular Securities of such series, such as
interest rate or formula, maturity date, date of issuance and date from which interest
shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully
protected in relying upon: 



        (1)
          an Opinion of Counsel complying with Section 102 and stating that:  




        (i)
          the form or forms of such Securities and any coupons have been, or will have
          been upon compliance with such procedures as may be specified therein,
          established in conformity with the provisions of this Indenture;  




        (ii)
          the terms of such Securities and any coupons have been, or will have been upon
          compliance with such procedures as may be specified therein, established in
          conformity with the provisions of this Indenture; and  




        (iii)
          such Securities, together with any coupons appertaining thereto, when completed
          pursuant to such procedures as may be specified therein, and executed and
          delivered by the Company to the Trustee for authentication in accordance with
          this Indenture, authenticated and delivered by the Trustee in accordance with
          this Indenture and issued by the Company in the manner and subject to any
          conditions specified in such Opinion of Counsel, will constitute legal, valid
          and binding obligations of the Company, enforceable in accordance with their
          terms, subject to applicable bankruptcy, insolvency, reorganization and other
          similar laws of general applicability relating to or affecting the enforcement
          of
creditors’ rights generally and
to general equitable principles and to such other matters as may be specified therein; and 



21







        (2)
          an Officers’ Certificate complying with Section 102 and stating that all
          conditions precedent provided for in this Indenture relating to the issuance of
          such Securities have been, or will have been upon compliance with such
          procedures as may be specified therein, complied with and that, to the best of
          the knowledge of the signers of such certificate, no Event of Default with
          respect to such Securities shall have occurred and be continuing.  




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



        Notwithstanding
the provisions of Section 301 and of the preceding paragraph, if all the Securities of any
series are not to be issued at one time, it shall not be necessary to deliver a Company
Order, an Opinion of Counsel or an Officers’ Certificate otherwise required pursuant
to the preceding paragraph at the time of issuance of each Security of such series, but
such order, opinion and certificate, with appropriate modifications to cover such future
issuances, shall be delivered at or before the time of issuance of the first Security of
such series. 



        Each
Registered Security shall be dated the date of its authentication and each Bearer Security
shall be dated as of the date specified as contemplated by Section 301. 



        No
Security or coupon appertaining thereto shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such Security
or the Security to which such coupon appertains a certificate of authentication
substantially in the form provided for herein duly executed by the Trustee by manual
signature of an authorized officer, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered hereunder but
never issued and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 309 together with a written statement
(which need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued or sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this Indenture. 



        Section
304. Temporary Securities. 



        (1)
          Pending the preparation of definitive Securities of any series, the Company may
          execute, and upon Company Order the Trustee shall authenticate and deliver,
          temporary Securities which are printed, lithographed, typewritten, mimeographed
          or otherwise produced, in any authorized denomination; substantially of the
          tenor of the definitive Securities in lieu of which they are issued, in
          registered form, or, if authorized, in bearer form with one or more coupons or
          without coupons, and with such appropriate  insertions, omissions, substitutions
and other variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. In the case of Securities of
any series, such temporary Securities may be in global form. 



22







        Except
in the case of temporary Securities in global form (which shall be exchanged in accordance
with Section 304(B) or as otherwise provided in or pursuant to a Board Resolution), if
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the preparation
of definitive Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the temporary
Securities of such series at the office or agency of the Company in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation of any one or
more temporary Securities of any series (accompanied by any non-matured coupons
appertaining thereto), the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of the same
series of authorized denominations; provided, however, that no definitive Bearer Security
shall be delivered in exchange for a temporary Registered Security; and provided further
that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security only in compliance with the conditions set forth in Section 303. Until so
exchanged, the temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series. 



        (2)
          Unless otherwise provided as contemplated in Section 301, this Section 304(B)
          shall govern the exchange of temporary Securities issued in global form other
          than through the facilities of DTC. If any such temporary Security is issued in
          global form, then such temporary global Security shall, unless otherwise
          provided therein, be delivered to the London office of a depositary or common
          depositary (the “Common Depositary”), for the benefit of Euroclear
and           CEDEL.  




        Without
unnecessary delay but in any event not later than the date specified in, or determined
pursuant to the terms of, any such temporary global Security (the “Exchange
Date”), the Company shall deliver to the Trustee definitive Securities, in an
aggregate principal amount equal to the principal amount of such temporary global
Security, executed by the Company. On or after the Exchange Date, such temporary global
Security shall be surrendered by the Common Depositary to the Trustee, as the
Company’s agent for such purpose, to be exchanged, in whole or from time to time in
part, for definitive Securities without charge, and the Trustee shall authenticate and
deliver, in exchange for each portion of such temporary global Security, an equal
aggregate principal amount of definitive Securities of or within the same series of
authorized denominations and of like tenor as the portion of such temporary global
Security to be exchanged. The definitive Securities to be delivered in exchange for any
such temporary global Security shall be in bearer form, registered form, permanent global
bearer form or permanent global registered form, or any combination thereof, as specified
as contemplated by Section 301, and, if any combination thereof is so specified, as
requested by the beneficial owner thereof, provided, however, that, unless otherwise
specified in such temporary global
Security, upon such presentation by the Common Depositary, such temporary global Security
is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by
Euroclear as to the portion of such temporary global Security held for its account then to
be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by
CEDEL as to the portion of such temporary global Security held for its account then to be
exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other
form as may be established pursuant to Section 301; and provided further that definitive
Bearer Securities shall be delivered in exchange for a portion of a temporary global
Security only in compliance with the requirements of Section 303. 



23







        Unless
otherwise specified in such temporary global Security, the interest of a beneficial owner
of Securities of a series in a temporary global Security shall be exchanged for definitive
Securities of the same series and of like tenor following the Exchange Date when the
account holder instructs Euroclear or CEDEL, as the case may be, to request such exchange
on his behalf and delivers to Euroclear or CEDEL, as the case may be, a certificate in the
form set forth in Exhibit A-1 to this Indenture (or in such other form as may be
established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange
Date, copies of which certificate shall be available from the offices of Euroclear and
CEDEL, the Trustee, any Authenticating Agent appointed for such series of Securities and
each Paying Agent. Unless otherwise specified in such temporary global Security, any such
exchange shall be made free of charge to the beneficial owners of such temporary global
Security, except that a Person receiving definitive Securities must bear the cost of
insurance, postage, transportation and the like unless such Person takes delivery of such
definitive Securities in person at the offices of Euroclear or CEDEL. Definitive
Securities in bearer form to be delivered in exchange for any portion of a temporary
global Security shall be delivered only outside the United States. 



        Until
exchanged in full as hereinabove provided, the temporary Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities of the same series and of like tenor authenticated and delivered hereunder,
except that, unless otherwise specified as contemplated by Section 301, interest payable
on a temporary global Security on an Interest Payment Date for Securities of such series
occurring prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL on
such Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee of a
certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in
such other forms as may be established pursuant to Section 301), for credit without
further interest on or after such Interest Payment Date to the respective accounts of
Persons who are the beneficial owners of such temporary global Security on such Interest
Payment Date and who have each delivered to Euroclear or CEDEL, as the case may be, a
certificate dated no earlier than 15 days prior to the Interest Payment Date occurring
prior to such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in
such other forms as may be established pursuant to Section 301). Notwithstanding anything
to the contrary herein contained, the certifications made pursuant to this paragraph shall
satisfy the certification requirements of the preceding two paragraphs of this Section
304(B) and of the third paragraph of Section 303 of this Indenture and the interests of
the Persons who are the beneficial owners of the temporary global Security with respect to which
such certification was made will be exchanged for definitive Securities of the same series
and of like tenor on the Exchange Date or the date of certification if such date occurs
after the Exchange Date, without further act or deed by such beneficial owners. Except as
otherwise provided in this paragraph, no payments of principal or interest owing with
respect to a beneficial interest in a temporary global Security will be made unless and
until such interest in such temporary global Security shall have been exchanged for an
interest in a definitive Security. Any interest so received by Euroclear and CEDEL and not
paid as herein provided shall be returned to the Trustee prior to the expiration of two
years after such Interest Payment Date in order to be repaid to the Company. 



24







        Section
305. Registration, Registration of Transfer and Exchange. 



        The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any
office or agency of the Company in a Place of Payment a register for each series of
Securities (the registers maintained in such office or in any such office or agency of the
Company in a Place of Payment being herein sometimes referred to collectively as the
“Security Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Registered Securities and of
transfers of Registered Securities. The Security Register shall be in written form or any
other form capable of being converted into written form within a reasonable time. The
Trustee is hereby initially appointed “Security Registrar” for the purpose of
registering Registered Securities and transfers of Registered Securities on such Security
Register as herein provided. In the event that the Trustee shall cease to be Security
Registrar, it shall have the right to examine the Security Register at all reasonable
times. 



        Subject
to the provisions of this Section 305, upon surrender for registration of transfer of any
Registered Security of any series at any office or agency of the Company in a Place of
Payment for that series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more new
Registered Securities of the same series, of any authorized denominations and of a like
aggregate principal amount, bearing a number not contemporaneously outstanding, and
containing identical terms and provisions. 



        Subject
to the provisions of this Section 305, 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 and of a like aggregate principal amount,
containing identical terms and provisions, upon surrender of the Registered Securities to
be exchanged at any such office or agency. Whenever any such Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall authenticate
and deliver, the Registered Securities which the Holder making the exchange is entitled to
receive. Unless otherwise specified with respect to any series of Securities as
contemplated by Section 301, Bearer Securities may not be issued in exchange for
Registered Securities. 



        If
(but only if) permitted as contemplated by Section 301, at the option of the Holder,
Bearer Securities of any series may be exchanged for Registered Securities of the same
series of any authorized denominations and of a like aggregate principal amount and tenor,
upon surrender of the Bearer Securities to be exchanged at any such office or agency, with
all unmatured coupons and all matured coupons in
default thereto appertaining. If the Holder of a Bearer Security is unable to produce any
such unmatured coupon or coupons or matured coupon or coupons in default, any such
permitted exchange may be effected if the Bearer Securities are accompanied by payment in
funds acceptable to the Company in an amount equal to the face amount of such missing
coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity as they
may require to save each of them and any Paying Agent harmless. If thereafter the Holder
of such Security shall surrender to any Paying Agent any such missing coupon in respect of
which such a payment shall have been made, such Holder shall be entitled to receive the
amount of such payment; provided, however, that interest represented by coupons shall be
payable only upon presentation and surrender of those coupons at an office or agency
located outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in a permitted exchange
for a Registered Security of the same series and like tenor after the close of business at
such office or agency on (i) any Regular Record Date and before the opening of business at
such office or agency on the relevant Interest Payment Date, or (ii) any Special Record
Date and before the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, such Bearer Security shall be surrendered without
the coupon relating to such Interest Payment Date or proposed date for payment, as the
case may be, and interest or Defaulted Interest, as the case may be, will not be payable
on such Interest Payment Date or proposed date for payment, as the case may be, in respect
of the Registered Security issued in exchange for such Bearer Security, but will be
payable only to the Holder of such coupon when due in accordance with the provisions of
this Indenture. 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. 



25








        Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 301, any permanent
global Security shall be exchangeable only as provided in this paragraph. If the
depositary for any permanent global Security is DTC, then, unless the terms of such global
Security expressly permit such global Security to be exchanged in whole or in part for
definitive Securities, a global Security may be transferred, in whole but not in part,
only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such
global Security selected and approved by the Company or to a nominee of such successor to
DTC. If at any time DTC notifies the Company that it is unwilling or unable to continue as
depositary for the applicable global Security or Securities or if at any time DTC ceases
to be a clearing agency registered under the Exchange Act if so required by applicable law
or regulation, the Company shall appoint a successor depositary with respect to such
global Security or Securities. If (x) a successor depositary for such global Security or
Securities is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such unwillingness, inability or ineligibility, (y) an Event of
Default has occurred and is continuing and the beneficial owners representing at least a
majority in principal amount of the applicable series of Securities represented by such
global Security or Securities advise DTC to cease acting as depositary for such global
Security or Securities or (z) the Company, in its sole discretion, determines at any time
that all Outstanding Securities (but not less than all) of any series issued or issuable
in the form of one or more global Securities shall no longer be represented by such global
Security or Securities (provided, however, the Company may not make such determination
during the 40-day restricted period provided by
Regulation S under the Securities Act or during any other similar period during which the
Securities must be held in global form as may be required by the Securities Act), then the
Company shall execute, and the Trustee shall authenticate and deliver definitive
Securities of like series, rank, tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of such global Security or Securities. If
any beneficial owner of an interest in a permanent global Security is otherwise entitled
to exchange such interest for Securities of such series and of like tenor and principal
amount of another authorized form and denomination, as specified as contemplated by
Section 301 and provided that any applicable notice provided in the permanent global
Security shall have been given, then without unnecessary delay but in any event not later
than the earliest date on which such interest may be so exchanged, the Company shall
execute, and the Trustee shall authenticate and deliver definitive Securities in aggregate
principal amount equal to the principal amount of such beneficial owner’s interest in
such permanent global Security. On or after the earliest date on which such interests may
be so exchanged, such permanent global Security shall be surrendered for exchange by DTC
or such other depositary as shall be specified in the Company Order with respect thereto
to the Trustee, as the Company’s agent for such purpose; provided, however, that no
such exchanges may occur during a period beginning at the opening of business 15 days
before any selection of Securities to be redeemed and ending on the relevant Redemption
Date if the Security for which exchange is requested may be among those selected for
redemption; and provided further that no Bearer Security delivered in exchange for a
portion of a permanent global Security shall be mailed or otherwise delivered to any
location in the United States. If a Registered Security is issued in exchange for any
portion of a permanent global Security after the close of business at the office or agency
where such exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii) any
Special Record Date and the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of such Registered Security, but will be payable
on such Interest Payment Date or proposed date for payment, as the case may be, only to
the Person to whom interest in respect of such portion of such permanent global Security
is payable in accordance with the provisions of this Indenture. 



26







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



        No
service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305
not involving any transfer. 



27







        The
Company or the Trustee, as applicable, shall not be required (i) to issue, register the
transfer of or exchange any Security if such Security may be among those selected for
redemption during a period beginning at the opening of business 15 days before selection
of the Securities to be redeemed under Section 1103 and ending at the close of business on
(A) if such Securities are issuable only as Registered Securities, the day of the mailing
of the relevant notice of redemption and (B) if such Securities are issuable as Bearer
Securities, the day of the first publication of the relevant notice of redemption or, if
such Securities are also issuable as Registered Securities and there is no publication,
the mailing of the relevant notice of redemption, or (ii) to register the transfer of or
exchange any Registered Security so selected for redemption in whole or in part, except,
in the case of any Registered Security to be redeemed in part, the portion thereof not to
be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except
that such a Bearer Security may be exchanged for a Registered Security of that series and
like tenor; provided that such Registered Security shall be simultaneously surrendered for
redemption, or (iv) to issue, register the transfer of or exchange any Security which has
been surrendered for repayment at the option of the Holder, except the portion, if any, of
such Security not to be so repaid. 



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



        If
any mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee or the Company, together with, in proper cases, such security
or indemnity as may be required by the Company or the Trustee to save each of them or any
agent of either of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series and
principal amount, containing identical terms and provisions and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if any,
appertaining to the surrendered Security. 



        If
there shall be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security or coupon, 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 actual notice to the Company or the
Trustee that such Security or coupon has been acquired by a bona fide purchaser, the
Company shall execute and upon its request the Trustee shall authenticate and deliver, in
lieu of any such destroyed, lost or stolen Security or in exchange for the Security to
which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a new Security of the same series and principal amount,
containing identical terms and provisions and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to such
destroyed, lost or stolen Security or to the Security to which such destroyed, lost or
stolen coupon appertains. 



        Notwithstanding
the provisions of the previous two paragraphs, in case any such mutilated, destroyed, lost
or stolen Security or coupon has become or is about to become due and payable, the Company
in its discretion may, instead of issuing a new Security, with coupons corresponding to
the coupons, if any, appertaining to such destroyed, lost or stolen Security or to the
Security to which such destroyed, lost or stolen coupon appertains, pay such Security or
coupon; provided, however, that payment of principal of (and premium or Make-Whole Amount,
if any), any interest on and any Additional Amounts with respect to, Bearer Securities
shall be payable only at an office or
agency located outside the United States and, unless otherwise specified as contemplated
by Section 301, any interest on Bearer Securities shall be payable only upon presentation
and surrender of the coupons appertaining thereto. 



28







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



        Every
new Security of any series with its coupons, if any, issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security, or in exchange for a Security to which a
destroyed, lost or stolen coupon appertains, shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or stolen
Security and its coupons, if any, or the destroyed, lost or stolen coupon 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 and their
coupons, if any, 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 or coupons. 



        Section
307. Payment of Interest; Interest Rights Preserved. 



        Except
as otherwise specified with respect to a series of Securities in accordance with the
provisions of Section 301, interest on any Registered Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest at the office or
agency of the Company; provided, however, that each installment of interest on any
Registered Security may at the Company’s option be paid by (i) mailing a check for
such interest, payable to or upon the written order of the Person entitled thereto
pursuant to Section 308, to the address of such Person as it appears on the Security
Register or (ii) transfer to an account maintained by the payee located inside the United
States. 



        Unless
otherwise provided as contemplated by Section 301 with respect to the Securities of any
series, payment of interest may be made, in the case of a Bearer Security, by transfer to
an account maintained by the payee with a bank located outside the United States. 



        Unless
otherwise provided as contemplated by Section 301, every permanent global Security will
provide that interest, if any, payable on any Interest Payment Date will be paid to DTC,
Euroclear and/or CEDEL, as the case may be, with respect to that portion of such permanent
global Security held for its account by Cede & Co. or the Common Depositary, as the
case may be, for the purpose of permitting such party to credit the interest received by
it in respect of such permanent global Security to the accounts of the beneficial owners
thereof. 



29







        In
case a Bearer Security of any series is surrendered in exchange for a Registered Security
of such series after the close of business (at an office or agency in a Place of Payment for such series) on any Regular
Record Date and before the opening of business (at such office or agency) on the next
succeeding Interest Payment Date, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date and interest will not be payable on such
Interest Payment Date in respect of the Registered Security issued in exchange for such
Bearer Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture. 



        Except
as otherwise specified with respect to a series of Securities in accordance with the
provisions of Section 301, any interest on any Registered Security of any series that is
payable, but is not punctually paid or duly provided for, on any Interest Payment Date
(herein called “Defaulted Interest”) shall forthwith cease to be payable to the
registered Holder thereof on the relevant Regular Record Date by virtue of having been
such Holder, and such Defaulted Interest may be paid by the Company, at its election in
each case, as provided in clause (A) or (B) below: 



        (1)
          The Company may elect to make payment of any Defaulted Interest to the Persons
          in whose names the Registered Securities of such series (or their respective
          Predecessor Securities) are registered at the close of business on a Special
          Record Date for the payment of such Defaulted Interest, which shall be fixed in
          the following manner. The Company shall notify the Trustee in writing of the
          amount of Defaulted Interest proposed to be paid on each Registered Security of
          such series and the date of the proposed payment (which shall not be less than
          20 days after such notice is received by the Trustee), and at the same time the
          Company shall deposit with the Trustee an amount of money in the currency or
          currencies, currency unit or units or composite currency or currencies in which
          the Securities of such series are payable (except as otherwise specified
          pursuant to Section 301 for the Securities of such series) equal to the
          aggregate amount proposed to be paid in respect of such Defaulted Interest or
          shall make arrangements satisfactory to the Trustee for such deposit on or
prior           to the date of the proposed payment, such money when deposited to be held
in           trust for the benefit of the Persons entitled to such Defaulted Interest as
in           this clause provided. Thereupon the Trustee shall fix a Special Record Date
for           the payment of such Defaulted Interest which shall be not more than 15 days
and           not less than 10 days prior to the date of the proposed payment and not
less           than 10 days after the receipt by the Trustee of the notice of the
proposed           payment. The Trustee shall promptly notify the Company of such Special
Record           Date and, in the name and at the expense of the Company, shall cause
notice of           the proposed payment of such Defaulted Interest and the Special
Record Date           therefor to be mailed, first-class postage prepaid, to each Holder
of Registered           Securities of such series at his address as it appears in the
Security Register           not less than 10 days prior to such Special Record Date. The
Trustee may, in its           discretion, in the name and at the expense of the Company,
cause a similar           notice to be published at least once in an Authorized Newspaper
in each place of           payment, but such publications shall not be a condition
precedent to the           establishment of such Special Record Date. Notice of the
proposed payment of           such Defaulted Interest and the Special Record Date
therefor having been mailed           as aforesaid, such Defaulted Interest shall be paid
to the Persons in whose           names the Registered Securities of such series (or
their respective Predecessor           Securities) are registered at the close of
business on such Special Record Date           and shall no longer be payable pursuant to
the following clause (B). In case a           Bearer Security of any series is
surrendered at the office or agency in a Place           of Payment for such series in
exchange for a Registered Security of such series
after the close of business at such office or agency on any Special Record Date and before
the opening of business at such office or agency on the related proposed date for payment
of Defaulted Interest, such Bearer Security shall be surrendered without the coupon
relating to such proposed date of payment and Defaulted Interest will not be payable on
such proposed date of payment in respect of the Registered Security issued in exchange for
such Bearer Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture. 



30







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




        Subject
to the foregoing provisions of this Section and Section 305, each Security delivered under
this Indenture upon registration of transfer of or in exchange for or in lieu of any other
Security shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security. 



        Section
308. Persons Deemed Owners. 



        Prior
to due presentment of a Registered Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name
such Registered Security is registered as the owner of such Security for the purpose of
receiving payment of principal of (and premium or Make-Whole Amount, if any), and (subject
to Sections 305 and 307) interest on, such Registered Security and for all other purposes
whatsoever, whether or not such Registered Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary. 



        Title
to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The
Company, the Trustee and any agent of the Company or the Trustee may treat the Holder of
any Bearer Security and the Holder of any coupon as the absolute owner of such Security or
coupon for the purpose of receiving payment thereof or on account thereof and for all
other purposes whatsoever, whether or not such Security or coupon be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary. 



        None
of the Company, the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Security in global form or for maintaining,
supervising or reviewing any records relating to such beneficial ownership interests. 



        Notwithstanding
the foregoing, with respect to any global Security, nothing herein shall prevent the
Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to
any written certification, proxy or other authorization furnished by any depositary, as a Holder, with respect to such global
Security or impair, as between such depositary and owners of beneficial interests in such
global Security, the operation of customary practices governing the exercise of the rights
of such depositary (or its nominee) as Holder of such global Security. 



31







        Section
309. Cancellation. 



        All
Securities and coupons surrendered for payment, redemption, repayment at the option of the
Holder, registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee, and any such Securities and coupons and Securities and coupons surrendered
directly to the Trustee for any such purpose shall be promptly cancelled by it. The
Company may at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the
Trustee) for cancellation any Securities previously authenticated hereunder which the
Company has not issued and sold, and all Securities so delivered shall be promptly
cancelled by the Trustee. If the Company shall so acquire any of the Securities, however,
such acquisition shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are surrendered to the Trustee
for cancellation. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted by this
Indenture. Cancelled Securities and coupons held by the Trustee shall be destroyed by the
Trustee and the Trustee shall deliver a certificate of such destruction to the Company,
unless by a Company Order the Company directs their return to it. 



        Section
310. Computation of Interest. 



        Except
as otherwise specified as contemplated by Section 301 with respect to Securities of any
series, interest on the Securities of each series shall be computed on the basis of a 360-
day year consisting of twelve 30-day months. 





ARTICLE FOUR 

SATISFACTION AND
DISCHARGE 



        Section
401. Satisfaction and Discharge of Indenture. 



        This
Indenture shall upon Company Request cease to be of further effect with respect to any
series of Securities specified in such Company Request (except as to any surviving rights
of registration of transfer or exchange of Securities of such series herein expressly
provided for and any right to receive Additional Amounts, as provided in Section 1004),
and the Trustee, upon receipt of a Company Order, and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this Indenture as
to such series when 



        (1)
either




        (i)
          all Securities of such series theretofore authenticated and delivered and all
          coupons, if any, appertaining thereto (other than (i) coupons appertaining to
          Bearer Securities surrendered for exchange for  Registered Securities and maturing
after such exchange, whose surrender is not required or has been waived as provided in
Section 305, (ii) Securities and coupons of such series which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 306, (iii) coupons
appertaining to Securities called for redemption and maturing after the relevant
Redemption Date, whose surrender has been waived as provided in Section 1106, and (iv)
Securities and coupons of such series for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company and thereafter repaid to
the Company for discharge from such trust) have been delivered to the Trustee for
cancellation; or 



32







        (ii)
          all Securities of such series and, in the case of (i) and (ii) below, any
          coupons appertaining thereto not theretofore delivered to the Trustee for
          cancellation (i) have become due and payable, or (ii) will become due and
          payable at their Stated Maturity within one year, or (iii) if redeemable at the
          option of the Company, are to be called for redemption within one year under
          arrangements satisfactory to the Trustee for the giving of notice of redemption
          by the Trustee in the name, and at the expense, of the Company, and the
Company,           in the case of (i), (ii) or (iii) above, has irrevocably deposited or
caused to           be deposited with the Trustee as trust funds in trust for the purpose
an amount           in the currency or currencies, currency unit or units or composite
currency or           currencies in which the Securities of such series are payable,
sufficient to pay           and discharge the entire indebtedness on such Securities and
such coupons not           theretofore delivered to the Trustee for cancellation, for
principal (and           premium or Make-Whole Amount, if any) and interest, and any
Additional Amounts           with respect thereto, to the date of such deposit (in the
case of Securities           which have become due and payable) or the Stated Maturity or
Redemption Date, as           the case may be;  




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




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




Notwithstanding the satisfaction and
discharge of this Indenture, the obligations of the Company to the Trustee and any
predecessor Trustee under Section 606, the obligations of the Company to any
Authenticating Agent under Section 611 and, if money shall have been deposited with and
held by the Trustee pursuant to subclause (2) of clause (A) of this Section, the
obligations of the Trustee under Section 402, shall survive. 



33







        Section
402. Application of Company Funds. 



        All
money deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities, the coupons 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 premium or Make-Whole Amount, if any), and any
interest and Additional Amounts for whose payment such money has been deposited with or
received by the Trustee, but such money need not be segregated from other funds except to
the extent required by law. 





ARTICLE FIVE 

REMEDIES 



        Section
501. Events of Default. 



        Subject
to any modifications, additions or deletions relating to any series of Securities as
contemplated pursuant to Section 301, “Event of Default,” wherever used herein
with respect to any particular series of Securities, means any one of the following events
(whatever the reason for such Event of Default and whether or not it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental
body): 



        (1)
          default in the payment of any interest upon or any Additional Amounts payable
in           respect of any Security of or within that series or of any coupon
appertaining           thereto, when such interest, Additional Amounts or coupon becomes
due and           payable, and continuance of such default for a period of 30 days; or  




        (2)
          default in the payment of the principal of (or premium or Make-Whole Amount, if
          any, on) any Security of that series when it becomes due and payable at its
          Maturity; or  




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




        (4)
          default in the performance, or breach, of any covenant or warranty of the
          Company in this Indenture with respect to any Security of that series (other
          than a covenant or warranty a default in whose performance or whose breach is
          elsewhere in this Section specifically dealt with), and continuance of such
          default or breach for a period of 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; or  



34







        (5)
          the Company or any Significant Subsidiary pursuant to or within the meaning of
          any Bankruptcy Law:  




        (i)
          commences a voluntary case,  

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

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

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




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




        (i)
          is for relief against the Company or any Significant Subsidiary in an
          involuntary case,  

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

        (iii)
          orders the liquidation of the Company or any Significant Subsidiary and the
          order or decree remains unstayed and in effect for 90 days; or  



35







        (7) any
other Event of Default provided with respect to Securities of that series.  




        As
used in this Section 501, the term “Bankruptcy Law” means Title 11, U.S. Code or
any similar Federal or state law for the relief of debtors and the term
“Custodian” means any receiver, trustee, assignee, liquidator or other similar
official under any Bankruptcy Law. 



        Section
502. 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, then and 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 (or, if any Securities are Original Issue Discount Securities or Indexed
Securities, such portion of the principal as may be specified in the terms thereof) of,
and the Make-Whole Amount, if any, on, all 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
the Holders), and upon any such declaration such principal or specified portion thereof
shall become immediately due and payable. 



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



        (1)
          The Company has paid or deposited with the Trustee a sum sufficient to pay in
          the currency, currency unit or composite currency in which the Securities of
          such series is payable (except as otherwise specified pursuant to Section 301
          for the Securities of such series):  




        (i)
          all overdue installments of interest on and any Additional Amounts payable in
          respect of all Outstanding Securities of that series and any related coupons;  




        (ii)
          the principal of (and premium or Make-Whole Amount, if any, on) any Outstanding
          Securities of that series which have become due otherwise than by such
          declaration of acceleration and interest thereon at the rate or rates borne by
          or provided for in such Securities;  




        (iii)
          to the extent that payment of such interest is lawful, interest upon overdue
          installments of interest and any Additional Amounts at the rate or rates borne
          by or provided for 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  




        (2)
          all Events of Default with respect to Securities of that series, other than the
          nonpayment of the principal of (or premium or Make-Whole Amount, if any) or  interest on Securities of that series
which have become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 513. 



36







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



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



        The
Company covenants that if:




        (1)
          default is made in the payment of any installment of interest or Additional
          Amounts, if any, on any Security of any series and any related coupon when such
          interest or Additional Amount becomes due and payable and such default
continues           for a period of 30 days, or  




        (2)
          default is made in the payment of the principal of (or premium or Make-Whole
          Amount, if any, on) any Security of any series at its Maturity, then the
Company           will, upon demand of the Trustee, pay to the Trustee, for the benefit
of the           Holders of such Securities of such series and coupons, the whole amount
then due           and payable on such Securities and coupons for principal (and premium
or           Make-Whole Amount, if any) and interest and Additional Amounts, with
interest           upon any overdue principal (and premium or Make-Whole Amount, if any)
and, to           the extent that payment of such interest shall be legally enforceable,
upon any           overdue installments of interest or Additional Amounts, if any, at the
rate or           rates borne by or provided for 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, and may prosecute such proceeding to judgment or
final decree, and may enforce the same against the Company or any other obligor upon such
Securities of such series and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor upon such
Securities of such series, wherever situated. 



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



        Section
504. 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 of any series 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, premium or Make-Whole Amount, if any, or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise: 



37







        (1)
          to file and prove a claim for the whole amount, or such lesser amount as may be
          provided for in the Securities of such series, of principal (and premium or
          Make-Whole Amount, if any) and interest and Additional Amounts, if any, 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  




        (2)
          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 of Securities of
          such series and coupons 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 to it for the reasonable
          compensation, expenses, disbursements and advances of the Trustee and any
          predecessor Trustee, their agents and counsel, and any other amounts due the
          Trustee or any predecessor Trustee under Section 606.  




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



        Section
505. Trustee May Enforce Claims Without Possession of Securities or Coupons. 



        All
rights of action and claims under this Indenture or any of the Securities or coupons may
be prosecuted and enforced by the Trustee without the possession of any of the Securities
or coupons 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 and coupons in
respect of which such judgment has been recovered. 



        Section
506. Application of Money Collected. 



        Any
money collected by the Trustee pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium or Make-Whole Amount, if any) or interest and
any Additional Amounts, upon presentation of the Securities or coupons, or both, as the
case may be, and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid: 



38







        FIRST:
To the payment of all amounts due the Trustee and any predecessor Trustee under Section
606, 



        SECOND:
To the payment of the amounts then due and unpaid upon the Securities and coupons for
principal (and premium or Make-Whole Amount, if any) and interest and any Additional
Amounts payable, 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 aggregate
amounts due and payable on such Securities and coupons for principal (and premium or
Make-Whole Amount, if any), interest and Additional Amounts, respectively, and 



        THIRD:
To the payment of the remainder, if any, to the Company. 



        Section
507. Limitation on Suits. 



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



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




        (2)
          the Holders of 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;  




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




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




        (5)
          no direction inconsistent with such written request has been given to the
          Trustee during such 60-day period by the Holders of at least 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.  



39







        Section
508. Unconditional Right of Holders to Receive Principal, Premium or Make- Whole Amount,
if any, Interest and Additional Amounts. 



        Notwithstanding
any other provision in this Indenture, the Holder of any Security or coupon shall have the
right which is absolute and unconditional to receive payment of the principal of (and
premium or Make-Whole Amount, if any) and (subject to Sections 305 and 307) interest on,
and any Additional Amounts in respect of, such Security or payment of such coupon on the
respective due dates expressed in such Security or coupon (or, in the case of redemption,
on the Redemption Date) and to institute suit for the enforcement of any such payment, and
such rights shall not be impaired without the consent of such Holder. 



        Section
509. Restoration of Rights and Remedies. 



        If
the Trustee or any Holder of a Security or coupon 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 the Company, the Trustee and the Holders of Securities
and coupons shall, subject to any determination in such proceeding, 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
510. Rights and Remedies Cumulative. 



        Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or coupons in the last paragraph of Section 306, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or
coupons 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
511. Delay or Omission Not Waiver. 



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



        Section
512. Control by Holders of Securities. 



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



40







        (1)
          such direction shall not be in conflict with any rule of law or with this
          Indenture,  




        (2)
          the Trustee may take any other action deemed proper by the Trustee which is not
          inconsistent with such direction, and  




        (3)
          the Trustee need not take any action unless such Holders have offered the
          Trustee reasonable indemnity or which might be unduly prejudicial to the
Holders           of Securities of such series not joining therein (but the Trustee shall
have no           obligation as to the determination of such undue prejudice).  




        Section
513. Waiver of Past Defaults. 



        The
Holders of at least a majority in principal amount of the Outstanding Securities of any
series may on behalf of the Holders of all the Securities of such series and any related
coupons waive any past default hereunder with respect to such series and its consequences,
except a default 



        (1)
          in the payment of the principal of (or premium or Make-Whole Amount, if any) or
          interest on or Additional Amounts payable in respect of any Security of such
          series or any related coupons, or  




        (2)
          in respect of a covenant or provision hereof which under Article Nine cannot be
          modified or amended without the consent of the Holder of each Outstanding
          Security of such series affected.  




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



        Section
514. 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 or omitted by it as Trustee, the filing by any party
litigant in such suit of any undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit having due regard
to the merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the Trustee, to
any suit instituted by any Holder, or group of Holders, holding in the aggregate more than
10% in principal amount of the Outstanding Securities, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium or Make-Whole
Amount, if any) or interest on or Additional Amounts payable with respect to any Security
on or after the respective Stated Maturities expressed in such Security (or, in the case
of redemption, on or after the Redemption Date). 



41









ARTICLE SIX 

THE TRUSTEE 



        Section
601. Notice of Defaults. 



        Within
90 days after the occurrence of any default hereunder with respect to the Securities of
any series, the Trustee shall transmit in the manner and to the extent provided in TIA
Section 313(c), notice of such default hereunder known to the Trustee, unless such default
shall have been cured or waived; provided, however, that, except in the case of a default
in the payment of the principal of (or premium or Make-Whole Amount, if any) or interest
on or any Additional Amounts with respect to any Security of such series, or in the
payment of any sinking fund installment with respect to the Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as Responsible
Officers of the Trustee in good faith determine that the withholding of such notice is in
the interests of the Holders of the Securities and coupons of such series; and provided
further that in the case of any default or breach of the character specified in Section
501(D) with respect to the Securities and coupons of such series, no such notice to
Holders shall be given until at least 60 days after the occurrence thereof. For the
purpose of this Section, the term “default” means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect to the
Securities of such series. 



        Section
602. Certain Rights of Trustee. 



        Subject
to the provisions of TIA Section 315(a) through 315(d): 



        (1)
          the Trustee shall perform only such duties as are expressly undertaken by it to
          perform under this Indenture;  




        (2)
          the Trustee may rely and shall be protected in acting or refraining from acting
          upon any resolution, certificate, statement, instrument, opinion, report,
          notice, request, direction, consent, order, bond, debenture, note, coupon or
          other paper or document believed by it to be genuine and to have been signed or
          presented by the proper party or parties;  




        (3)
          any request or direction of the Company mentioned herein shall be sufficiently
          evidenced by a Company Request or Company Order (other than delivery of any
          Security, together with any coupons appertaining thereto, to the Trustee for  authentication and delivery pursuant
to Section 303 which shall be sufficiently evidenced as provided therein) and any
resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; 



42







        (4)
          whenever in the administration of this Indenture the Trustee shall deem it
          desirable that a matter be proved or established prior to taking, suffering or
          omitting any action hereunder, the Trustee (unless other evidence be herein
          specifically prescribed) may, in the absence of bad faith on its part, rely
upon           an Officers’ Certificate;  




        (5)
          the Trustee may consult with counsel and as a condition to the taking,
suffering           or omission of any action hereunder may demand an Opinion of 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;  




        (6)
          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 of any series or any related coupons pursuant to this
Indenture,           unless such Holders shall have offered to the Trustee reasonable
security or           indemnity against the costs, expenses and liabilities which might
be incurred by           it in compliance with such request or direction;  




        (7)
          the Trustee shall not be bound to make any investigation into the facts or
          matters stated in any resolution, certificate, statement, instrument, opinion,
          report, notice, request, direction, consent, order, bond, debenture, note,
          coupon or other paper or document, but the Trustee, in its discretion, may make
          such further inquiry or investigation into such facts or matters as it may see
          fit, and, if the Trustee shall determine to make such further inquiry or
          investigation, it shall be entitled to examine the books, records and premises
          of the Company, personally or by agent or attorney;  




        (8)
          the Trustee may execute any of the trusts or powers hereunder or perform any
          duties hereunder either directly or by or through agents or attorneys and the
          Trustee shall not be responsible for any misconduct or negligence on the part
of           any agent or attorney appointed with due care by it hereunder; and  




        (9)
          the Trustee shall not be liable for any action taken, suffered or omitted by it
          in good faith and reasonably believed by it to be authorized or within the
          discretion or rights or powers conferred upon it by this Indenture.  




        The
Trustee shall not be required to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it. 





        Section
603. Not Responsible for Recitals or Issuance of Securities. 



        The
recitals contained herein and in the Securities, except the Trustee’s certificate of
authentication, and in any coupons shall be taken as the statements of the Company, and
neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities
or coupons, except that the Trustee represents that it is duly authorized to execute and
deliver this Indenture, authenticate the Securities and perform its obligations hereunder.
Neither the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof. 



43







        Section
604. May Hold Securities. 



        The
Trustee, any Paying Agent, Security Registrar, Authenticating Agent or any other agent of
the Company, in its individual or any other capacity, may become the owner or pledgee of
Securities and coupons and, subject to TIA Sections 310(b) and 311, may otherwise deal
with the Company with the same rights it would have if it were not Trustee, Paying Agent,
Security Registrar, Authenticating Agent or such other agent. 



        Section
605. Money Held in Trust. 



        Money
held by the Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for interest on, or
investment of, any money received by it hereunder. 



        Section
606. Compensation and Reimbursement. 



        The
Company agrees:




        (1)
          to pay to the Trustee from time to time reasonable compensation for all
services           rendered by it hereunder, including extraordinary services rendered in
          connection with or during the continuation of a default hereunder (which
          compensation shall not be limited by any provision of law in regard to the
          compensation of a trustee of an express trust);  




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




        (3)
          to indemnify each of the Trustee and any predecessor Trustee for, and to hold
it           harmless against, any loss, liability or expense, arising out of or in
          connection with the acceptance or administration of the trust or trusts or the
          performance of its duties hereunder, including the costs and expenses of
          defending itself against any claim or liability in connection with the exercise
          or performance of any of its powers or duties hereunder except to the extent
any           such loss, liability or expense may be attributable to its own negligence
or bad           faith.  




        As
security for the performance of the obligations of the Company under this Section, the
Trustee shall have a lien prior to the Securities upon all property and funds held or
collected by the Trustee as such, except funds
held in trust for the payment of principal of (or premium or Make-Whole Amount, if any) or
interest on particular Securities or any coupons. 



44







        The
provisions of this Section shall survive the termination of this Indenture. 



        Section
607. Corporate Trustee Required; Eligibility; Conflicting Interests. 



        There
shall at all times be a Trustee hereunder which shall be eligible to act as Trustee under
TIA Section 310(a)(1) and shall have a combined capital and surplus of at least
$25,000,000. If such corporation publishes reports of condition at least annually,
pursuant to law or the requirements of Federal, State, Territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect hereinafter specified in
this Article. 



        Section
608. Resignation and Removal; Appointment of Successor. 



        (1)
          No resignation or removal of the Trustee and no appointment of a successor
          Trustee pursuant to this Article shall become effective until the acceptance of
          appointment by the successor Trustee in accordance with the applicable
          requirements of Section 609.  




        (2)
          The Trustee may resign at any time with respect to the Securities of one or
more           series by giving written notice thereof to the Company. If an instrument
of           acceptance by a successor Trustee shall not have been delivered to the
Trustee           within 30 days after the giving of such notice of resignation, the
resigning           Trustee may petition any court of competent jurisdiction for the
appointment of           a successor Trustee.  




        (3)
          The Trustee may be removed at any time with respect to the Securities of any
          series by Act of the Holders of at least a majority in principal amount of the
          Outstanding Securities of such series delivered to the Trustee and to the
          Company.  




        (4)
          If at any time:  




        (i)
          the Trustee shall fail to comply with the provisions of TIA Section 310(b)
after           written request therefor by the Company or by any Holder of a Security
who has           been a bona fide Holder of a Security for at least six months, or  




        (ii)
          the Trustee shall cease to be eligible under Section 607 and shall fail to
          resign after written request therefor by the Company or by any Holder of a
          Security who has been a bona fide Holder of a Security for at least six months,
          or  



45







        (iii)
          the Trustee shall become incapable of acting or shall be adjudged a bankrupt or
          insolvent or a receiver of the Trustee or of its  property shall be appointed or any
public officer shall take charge or control of the Trustee or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation,then, in any such case, (i)
the Company by or pursuant to a Board Resolution may remove the Trustee and appoint a
successor Trustee with respect to all Securities, or (ii) subject to TIA Section 315(e),
any Holder of a Security who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees. 



        (5)
          If the Trustee shall resign, be removed or become incapable of acting, or if a
          vacancy shall occur in the office of Trustee for any cause with respect to the
          Securities of one or more series, the Company, by or pursuant to a Board
          Resolution, shall promptly appoint a successor Trustee or Trustees with respect
          to the Securities of that or those series (it being understood that any such
          successor Trustee may be appointed with respect to the Securities of one or
more           or all of such series and that at any time there shall be only one Trustee
with           respect to the Securities of any particular series). If, within one year
after           such resignation, removal or incapability, or the occurrence of such
vacancy, a           successor Trustee with respect to the Securities of any series shall
be           appointed by Act of the Holders of at least a majority in principal amount
of           the Outstanding Securities of such series delivered to the Company and the
          retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
          acceptance of such appointment, become the successor Trustee with respect to
the           Securities of such series and to that extent supersede the successor
Trustee           appointed by the Company. If no successor Trustee with respect to the
Securities           of any series shall have been so appointed by the Company or the
Holders of           Securities and accepted appointment in the manner hereinafter
provided, any           Holder of a Security who has been a bona fide Holder of a
Security of such           series for at least six months may, on behalf of himself and
all others           similarly situated, petition any court of competent jurisdiction for
the           appointment of a successor Trustee with respect to Securities of such
series.  




        (6)
          The Company shall give notice of each resignation and each removal of the
          Trustee with respect to the Securities of any series and each appointment of a
          successor Trustee with respect to the Securities of any series in the manner
          provided for notices to the Holders of Securities in Section 106. Each notice
          shall include the name of the successor Trustee with respect to the Securities
          of such series and the address of its Corporate Trust Office.  




        Section
609. Acceptance of Appointment By Successor. 



        (1) In
case of the appointment hereunder of a successor Trustee with respect to all
          Securities, every such successor Trustee shall execute, acknowledge and deliver
          to the Company and to the retiring Trustee an instrument accepting such
          appointment, and thereupon the resignation or removal of the retiring Trustee
          shall become effective and such successor Trustee, without any further act,
deed           or conveyance, shall become vested with all the rights, powers, trusts and
          duties of the  retiring Trustee; but, on request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment of its
charges, execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder, subject nevertheless to its claim, if any, provided for in Section 606. 



46







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




        (3)
          Upon request of any such successor Trustee, the Company shall execute any and
          all instruments for more fully and certainly vesting in and confirming to such
          successor Trustee all such rights, powers and trusts referred to in paragraph
          (1) or (2) of this Section, as the case may be.  




        (4)
          No successor Trustee shall accept its appointment unless at the time of such
          acceptance such successor Trustee shall be qualified and eligible under this
          Article.  



47







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



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



        Section
611. Appointment of Authenticating Agent. 



        At
any time when any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities which
shall be authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, registration of transfer or partial redemption or repayment
thereof, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall be
promptly furnished to the Company. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s certificate
of authentication, such reference shall be deemed to include authentication and delivery
on behalf of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
shall be acceptable to the Company and, except as may otherwise be provided pursuant to
Section 301, shall at all times be a bank or trust company or corporation organized and
doing business and in good standing under the laws of the United States of America or of
any State or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $25,000,000 and subject to
supervision or examination by Federal or State authorities. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or the requirements of
the aforesaid supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so
published. In case at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section. 



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



48







        An
Authenticating Agent for any series of Securities may at any time resign by giving written
notice of resignation to the Trustee for such series and to the Company. The Trustee for
any series of Securities may at any time terminate the agency of an Authenticating Agent
by giving written notice of termination to such Authenticating Agent and to the Company.
Upon receiving such a notice of resignation or upon such a termination, or in case at any
time such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give notice of
such appointment to all Holders of Securities of or within the series with respect to
which such Authenticating Agent will serve in the manner set forth in Section 106. Any
successor Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with like
effect as if originally named as an Authenticating Agent herein. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this
Section. 



        The
Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation including reimbursement of its reasonable expenses for its services under
this Section. 



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



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



			                      
                             
                             
                            ,


as Trustee
By

       as Authenticating Agent

By:
       Authorized Officer






49










ARTICLE SEVEN 

HOLDERS’ LISTS
AND REPORTS BY TRUSTEE AND 

COMPANY 



        Section
701. Disclosure of Names and Addresses of Holders. 



        Every
Holder of Securities or coupons, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any Authenticating
Agent nor any Paying Agent nor any Security Registrar shall be held accountable by reason
of the disclosure of any information as to the names and addresses of the Holders of
Securities in accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under TIA Section 312(b). 



        Section
702. Reports by Trustee. 



        Within
60 days after April 1 of each year commencing with the first April 1 after the first
issuance of Securities pursuant to this Indenture, the Trustee shall transmit by mail to
all Holders of Securities as provided in TIA Section 313(c) a brief report dated as of
such April 1 if required by TIA Section 313(a). 



        Section
703. Reports by the Company. 



        The
Company will:




        (1)
          file with the Trustee, within 15 days after the Company is required to file the
          same with the Commission, copies of the annual reports and of the information,
          documents and other reports (or copies of such portions of any of the foregoing
          as the Commission may from time to time by rules and regulations prescribe)
          which the Company may be required to file with the Commission pursuant to
          Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not
          required to file information, documents or reports pursuant to either of such
          Sections, then it will file with the Trustee and the Commission, in accordance
          with rules and regulations prescribed from time to time by the Commission, such
          of the supplementary and periodic information, documents and reports which may
          be required pursuant to Section 13 of the Exchange Act in respect of a security
          listed and registered on a national securities exchange as may be prescribed
          from time to time in such rules and regulations;  




        (2)
          file with the Trustee and the Commission, in accordance with rules and
          regulations prescribed from time to time by the Commission, such additional
          information, documents and reports with respect to compliance by the Company
          with the conditions and covenants of this Indenture as may be required from
time           to time by such rules and regulations; and  




        (3)
          transmit by mail to the Holders of Securities, within 30 days after the filing
          thereof with the Trustee, in the manner and to the extent provided in TIA
          Section 313(c), such summaries of any information, documents and reports
          required to be filed by the Company pursuant to paragraphs (A) and (B) of this
          Section as may be required by rules and regulations prescribed from time to
time           by the Commission.  



50







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



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



        (1)
          semi-annually, not later than 15 days after the Regular Record Date for
interest           for each series of Securities, a list, in such form as the Trustee may
          reasonably require, of the names and addresses of the Holders of Registered
          Securities of such series as of such Regular Record Date, or if there is no
          Regular Record Date for interest for such series of Securities, semi-annually,
          upon such dates as are set forth in the Board Resolution or indenture
          supplemental hereto authorizing such series, and  




        (2)
          at such other times as the Trustee may request in writing, within 30 days after
          the receipt by the Company of any such request, a list of similar form and
          content as of a date not more than 15 days prior to the time such list is
          furnished, provided, however, that, so long as the Trustee is the Security
          Registrar, no such list shall be required to be furnished.  






ARTICLE EIGHT 

CONSOLIDATION, MERGER,
SALE, LEASE OR 

CONVEYANCE 



        Section
801. Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted
Subject to Certain Conditions. 



        The
Company may consolidate with, or sell, lease or convey all or substantially all of its
assets to, or merge with or into any other Person, provided that in any such case, (i)
either the Company shall be the continuing entity, or the successor (if other than the
Company) entity shall be a Person organized and existing under the laws of the United
States, a State thereof or the District of Columbia and such successor entity shall
expressly assume the due and punctual payment of the principal of (and premium or
Make-Whole Amount, if any) and any interest (including all Additional Amounts, if any,
payable pursuant to Section 1011) on all of the Securities, according to their tenor, and
the due and punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed by the Company by supplemental indenture, complying with
Article Nine hereof, satisfactory to the Trustee, executed and delivered to the Trustee by
such Person and (ii) immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or any Subsidiary as a result
thereof as having been incurred by the Company or such Subsidiary at the time of such
transaction, no Event of Default, and no event which, after notice or the lapse of time,
or both, would become an Event of Default, shall have occurred and be continuing. 



        Section
802. Rights and Duties of Successor Corporation. 



        In
case of any such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor entity, such successor entity shall succeed to and be
substituted for the Company, with the same effect as if it had been named herein as the
party of the first part, and the predecessor entity, except in the event of a lease, shall
be relieved of any further obligation under this Indenture and the Securities. Such
successor entity thereupon may cause to be signed, and may issue either in
its own name or in the name of the Company, any or all of the Securities issuable
hereunder which theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor entity, instead of the Company, and subject
to all the terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Securities which previously shall have been
signed and delivered by the officers of the Company to the Trustee for authentication, and
any Securities which such successor entity thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All the Securities so issued shall in all
respects have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture as though
all of such Securities had been issued at the date of the execution hereof. 



51







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



        Section
803. Officers’ Certificate and Opinion of Counsel. 



        Any
consolidation, merger, sale, lease or conveyance permitted under Section 801 is also
subject to the condition that the Trustee receive an Officers’ Certificate and an
Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or
conveyance, and the assumption by any successor entity, complies with the provisions of
this Article and that all conditions precedent herein provided for relating to such
transaction have been complied with. 





ARTICLE NINE 

SUPPLEMENTAL INDENTURES 



        Section
901. Supplemental Indentures Without Consent of Holders. 



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



        (1)
          to evidence the succession of another Person to the Company and the assumption
          by any such successor of the covenants of the Company herein and in the
          Securities contained; or  




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




        (3)
          to add any additional Events of Default for the benefit of the Holders of all
or           any series of Securities (and if such Events of Default are to be for the
          benefit of less than all series of Securities, stating that such Events of
          Default are  expressly being included solely for
the benefit of such series); provided, however, that in respect of any such additional
Events of Default such supplemental indenture may provide for a particular period of grace
after default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default or may limit
the remedies available to the Trustee upon such default or may limit the right of the
Holders of at least a majority in aggregate principal amount of that or those series of
Securities to which such additional Events of Default apply to waive such default; or 



52







        (4)
          to add to or change any of the provisions of this Indenture to provide that
          Bearer Securities may be registrable as to principal, to change or eliminate
any           restrictions on the payment of principal of or any premium, Make-Whole
Amount or           interest on Bearer Securities, to permit Bearer Securities to be
issued in           exchange for Registered Securities, to permit Bearer Securities to be
issued in           exchange for Bearer Securities of other authorized denominations or
to permit or           facilitate the issuance of Securities in uncertificated form,
provided that any           such action shall not adversely affect the interests of the
Holders of           Securities of any series or any related coupons in any material
respect; or  




        (5)
          amend or supplement any of the provisions of this Indenture, provided that any
          such change or elimination does not adversely affect the interests of the
          Holders of Securities Outstanding in any material respect; or  




        (6)
          to secure the Securities; or  




        (7)
          to establish the form or terms of Securities of any series and any related
          coupons as permitted by Sections 201 and 301; or  




        (8)
          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; or  




        (9)
          to cure any ambiguity, to correct or supplement any provision herein which may
          be defective or inconsistent with any other provision herein, or to make any
          other provisions with respect to matters or questions arising under this
          Indenture which shall not be inconsistent with the provisions of this Indenture
          or to make any other changes, provided that in each case, such provisions shall
          not adversely affect the interests of the Holders of Securities of any series
or           any related coupons in any material respect; or  




        (10)
          to close this Indenture with respect to the authentication and delivery of
          additional series of Securities or to qualify, or maintain qualification of,
          this Indenture under the TIA; or  



53







        (11)
          to supplement any of the provisions of this Indenture to such extent as shall
be           necessary to permit or facilitate the defeasance and discharge of any series
of           Securities pursuant to Sections 1401, 1402 and 1403; provided in each case
that           any such action shall not adversely affect the interests of the Holders of
          Securities of such series and any related coupons or any other series of
          Securities in any material respect; or  




        (12)
          to modify the conditions, limitations and restrictions on the authorized
amount,           terms or purposes of issue, authorization and delivery of Securities.  




        Section
902. Supplemental Indentures with Consent of Holders. 



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



        (1)
          change the Stated Maturity of the principal of (or premium or Make-Whole
Amount,           if any, on) or any installment of principal of or interest on, any
Security; or           reduce the principal amount thereof or the rate or amount of
interest thereon or           any Additional Amounts payable in respect thereof, or any
premium or Make-Whole           Amount payable upon the redemption thereof, or change any
obligation of the           Company to pay Additional Amounts pursuant to Section 1004
(except as           contemplated by Section 801(i) and permitted by Section 901(A)), or
reduce the           amount of the principal of an Original Issue Discount Security or
Make-Whole           Amount, if any, that would be due and payable upon a declaration of
acceleration           of the Maturity thereof pursuant to Section 502 or the amount
thereof provable           in bankruptcy pursuant to Section 504; or adversely affect any
right of           repayment at the option of the Holder of any Security, or change any
Place of           Payment where, or the currency or currencies, currency unit or units
or           composite currency or currencies in which, the principal of any Security or
any           premium or Make-Whole Amount or any Additional Amounts payable in respect
          thereof or the interest thereon is payable; or impair the right to institute
          suit for the enforcement of any such payment on or after the Stated Maturity
          thereof (or, in the case of redemption or repayment at the option of the
Holder,           on or after the Redemption Date or the Repayment Date, as the case may
be); or  




        (2)
          reduce the percentage in principal amount of the Outstanding Securities of any
          series, the consent of whose Holders is required for any such supplemental
          indenture, or the consent of whose Holders is required for any waiver with
          respect to such series (or compliance with certain provisions of this Indenture
          or certain defaults hereunder and their consequences) provided for in this
          Indenture, or reduce the requirements of Section 1504 for quorum or voting; or  




        (3)
          adversely affect the right of any Holder to convert any Securities convertible
          into Capital Stock; or  




        (4)
          modify any of the provisions of this Section, Section 513 or Section 1005,
          except to increase the required percentage to effect such action or to provide
          that certain other provisions of this Indenture cannot be modified or waived
          without the consent of the Holder of each Outstanding Security affected
thereby.  



54







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



        A
supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included 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. 



        Section
903. Execution of Supplemental Indentures. 



        In
executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and 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 and that all conditions precedent
to the execution of such supplemental indenture have been complied with. The Trustee may,
but shall not be obligated to, enter into any such supplemental indenture which affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 



        Section
904. Effect of Supplemental Indentures. 



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



        Section
905. Conformity with Trust Indenture Act. 



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



        Section
906. Reference in Securities to Supplemental Indentures. 



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



        Section
907. Notice of Supplemental Indentures. 



        Promptly
after the execution by the Company and the Trustee of any supplemental indenture pursuant
to the provisions of Section 902, the Company shall give notice thereof to the Holders of each Outstanding Security
affected, in the manner provided for in Section 106, setting forth in general terms the
substance of such supplemental indenture. 



55









ARTICLE TEN 

COVENANTS 



        Section
1001. Existence. 



        Subject
to Article Eight, the Company will do or cause to be done all things necessary to preserve
and keep in full force and effect the existence, rights (charter and statutory) and
franchises of the Company and its Subsidiaries; provided, however, that the Company shall
not be required to preserve any right or franchise 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 as a whole and that the loss thereof is not
disadvantageous in any material respect to the Holders of Securities of any series. 



        Section
1002. Payment of Taxes and Other Claims. 



        The
Company will pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (1) all taxes, assessments and governmental charges levied or imposed
upon it or any Subsidiary or upon the income, profits or property of the Company or any
Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if unpaid,
might by law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability or
validity is being contested in good faith by appropriate proceedings. 



        Section
1003. Statement as to Compliance. 



        The
Company will deliver to the Trustee within 120 days after the end of each fiscal year, a
brief certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of the Company’s compliance
with all conditions and covenants under this Indenture and, in the event of any
noncompliance, specifying such noncompliance and the nature and status thereof. For
purposes of this Section 1003, such compliance shall be determined without regard to any
period of grace or requirement of notice under this Indenture. 



56







        Section
1004. Additional Amounts. 



        If
any Securities of a series provide for the payment of Additional Amounts, the Company will
pay to the Holder of any Security of such series or any coupon appertaining thereto
Additional Amounts as may be specified as contemplated by Section 301. Whenever in this
Indenture there is mentioned, in any context except in the case of Section 502(A), the
payment of the principal of or any premium, Make-Whole Amount or interest on, or in
respect of, any Security of any series or payment of any related coupon or the net
proceeds received on the sale or exchange of any Security of any series, such mention
shall be deemed to include mention of the payment of Additional Amounts provided by the
terms of such series established pursuant to Section 301 to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof pursuant to
such terms and express mention of the payment of Additional Amounts (if applicable) in any
provisions hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where such express mention is not made. 



        Except
as otherwise specified as contemplated by Section 301, if the Securities of a series
provide for the payment of Additional Amounts, at least 10 days prior to the first
Interest Payment Date with respect to that series of Securities (or if the Securities of
that series will not bear interest prior to Maturity, the first day on which a payment of
principal and any premium is made), and at least 10 days prior to each date of payment of
principal and any premium or Make-Whole Amount or interest if there has been any change
with respect to the matters set forth in the below-mentioned Officers’ Certificate,
the Company will furnish the Trustee and the Company’s principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers’ Certificate instructing
the Trustee and such Paying Agent or Paying Agents whether such payment of principal of
and any premium or interest on the Securities of that series shall be made to Holders of
Securities of that series or any related coupons who are not United States persons without
withholding for or on account of any tax, assessment or other governmental charge
described in the Securities of or within the series. If any such withholding shall be
required, then such Officers’ Certificate shall specify by country the amount, if
any, required to be withheld on such payments to such Holders of Securities of that series
or related coupons and the Company will pay to the Trustee or such Paying Agent the
Additional Amounts required by the terms of such Securities. In the event that the Trustee
or any Paying Agent, as the case may be, shall not so receive the above-mentioned
certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no
such withholding or deduction is required with respect to any payment of principal or
interest with respect to any Securities of a series or related coupons until it shall have
received a certificate advising otherwise and (ii) to make all payments of principal and
interest with respect to the Securities of a series or related coupons without withholding
or deductions until otherwise advised. The Company covenants to indemnify the Trustee and
any Paying Agent for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of or in
connection with actions taken or omitted by any of them in reliance on any Officers’
Certificate furnished pursuant to this Section or in reliance on the Company’s not
furnishing such an Officers’ Certificate. 



57







        Section
1005. Waiver of Certain Covenants. 



        The
Company may omit in any particular instance to comply with any term, provision or
condition set forth in Sections 1001 to 1002, inclusive, and with any other term,
provision or condition with respect to the Securities of any series specified in
accordance with Section 301 (except any such term, provision or condition which could not
be amended without the consent of all Holders of Securities of such series pursuant to
Section 902), if before or after the time for such compliance the Holders of at least a
majority in principal amount of all outstanding Securities of such series, by Act of such
Holders, either waive such compliance in such instance or generally waive compliance with
such covenant or condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in respect of any
such term, provision or condition shall remain in full force and effect. 





ARTICLE ELEVEN 

REDEMPTION OF
SECURITIES 



        Section
1101. Applicability of Article. 



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



        Section
1102. Election to Redeem; Notice to Trustee. 



        The
election of the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company of less than
all of the Securities of any series, the Company shall, at least 45 days prior to the
giving of the notice of redemption in Section 1104 (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the
principal amount of Securities of such series to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers’ Certificate evidencing compliance with such
restriction. 



        Section
1103. Selection by Trustee of Securities to Be Redeemed. 



        If
less than all the Securities of any series issued on the same day with the same terms are
to be redeemed, the particular Securities to be redeemed shall be selected not more than
60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series issued on such date with the same terms not previously called for redemption,
by such method as the Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal amount of
Securities of such series of a denomination larger than the minimum authorized
denomination for Securities of that series. 



58







        The
Trustee shall promptly notify the Company and the Security Registrar (if other than
itself) in writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to be redeemed. 



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



        Section
1104. Notice of Redemption. 



        Notice
of redemption shall be given in the manner provided in Section 106, not less than 30 days
nor more than 60 days prior to the Redemption Date, unless a shorter period is specified
by the terms of such series established pursuant to Section 301, to each Holder of
Securities to be redeemed, but failure to give such notice in the manner herein provided
to the Holder of any Security designated for redemption as a whole or in part, or any
defect in the notice to any such Holder, shall not affect the validity of the proceedings
for the redemption of any other such Security or portion thereof. 



        Any
notice that is mailed to the Holders of Registered Securities in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not the Holder
receives the notice. 



        All
notices of redemption shall state: 



        (1)
          the Redemption Date;  




        (2)
          the Redemption Price, accrued interest to the Redemption Date payable as
          provided in Section 1106, if any, and Additional Amounts, if any;  




        (3)
          if less than all Outstanding Securities of any series are to be redeemed, the
          identification (and, in the case of partial redemption, the principal amount)
of           the particular Security or Securities to be redeemed;  




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




        (5)
          that on the Redemption Date the Redemption Price and accrued interest to the
          Redemption Date payable as provided in Section 1106, if any, will become due
and           payable upon each such Security, or the portion thereof, to be redeemed
and, if           applicable, that interest thereon shall cease to accrue on and after
said date;  




        (6)
          the Place or Places of Payment where such Securities, together in the case of
          Bearer Securities with all coupons appertaining thereto, if any, maturing after
          the Redemption Date, are to be surrendered for payment of the Redemption Price
          and accrued interest, if any;  




59







        (7)
          that the redemption is for a sinking fund, if such is the case;  




        (8)
          that, unless otherwise specified in such notice, Bearer Securities of any
          series, if any, surrendered for redemption must be accompanied by all coupons
          maturing subsequent to the date fixed for redemption or the amount of any such
          missing coupon or coupons will be deducted from the Redemption Price, unless
          security or indemnity satisfactory to the Company, the Trustee for such series
          and any Paying Agent is furnished;  




        (9)
          if Bearer Securities of any series are to be redeemed and any Registered
          Securities of such series are not to be redeemed, and if such Bearer Securities
          may be exchanged for Registered Securities not subject to the redemption on
this           Redemption Date pursuant to Section 305 or otherwise, the last date, as
          determined by the Company, on which such exchanges may be made;  




        (10)
          the CUSIP number of such Security, if any, provided that neither the Company
nor           the Trustee shall have any responsibility for any such CUSIP number; and  




        (11)
          if applicable, that a Holder of Securities who desires to convert Securities to
          be redeemed must satisfy the requirements for conversion contained in such
          Securities, the then existing conversion price or rate and the date and time
          when the option to convert shall expire.  




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



        Section
1105. Deposit of Redemption Price. 



        On
or prior to any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, which it may not do in
the case of a sinking fund payment under Article Twelve, segregate and hold in trust) an
amount of money in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series) sufficient
to pay on the Redemption Date the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities or portions
thereof which are to be redeemed on that date. 



        Section
1106. Securities Payable on Redemption Date. 



        Notice
of redemption having been given as aforesaid, the Securities so to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price therein specified in
the currency or currencies, currency unit or units or composite currency or currencies in
which the Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) (together with accrued interest, if any, to
the Redemption Date), and from and after such date (unless the Company shall default in
the payment of the Redemption Price and accrued interest) such Securities shall, if the
same were interest-bearing, cease to bear
interest and the coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. Upon surrender of any such
Security for redemption in accordance with said notice, together with all coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be paid by
the Company at the Redemption Price, together with accrued interest, if any, to the
Redemption Date; provided, however, that installments of interest on Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an
office or agency located outside the United States and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of coupons for such
interest; and provided further that, installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and the
provisions of Section 307. 



60







        If
any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant
coupons maturing after the Redemption Date, such Security may be paid after deducting from
the Redemption Price an amount equal to the face amount of all such missing coupons, or
the surrender of such missing coupon or coupons may be waived by the Company and the
Trustee if there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of
which a deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted; provided, however, that interest represented
by coupons shall be payable only at an office or agency located outside the United States
and, unless otherwise specified as contemplated by Section 301, only upon presentation and
surrender of those coupons. 



        If
any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium or Make-Whole Amount, if any) shall, until paid,
bear interest from the Redemption Date at the rate borne by the Security. 



        Section
1107. Securities Redeemed in Part. 



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



61









ARTICLE TWELVE 

SINKING FUNDS 



        Section
1201. Applicability of Article. 



        The
provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section 301 for
Securities of such series. 



        The
minimum amount of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “mandatory sinking fund payment,” and any
payment in excess of such minimum amount provided for by the terms of such Securities of
any series is herein referred to as an “optional sinking fund payment.” If
provided for by the terms of any Securities of any series, the cash amount of any
mandatory sinking fund payment may be subject to reduction as provided in Section 1202.
Each sinking fund payment shall be applied to the redemption of Securities of any series
as provided for by the terms of Securities of such series. 



        Section
1202. Satisfaction of Sinking Fund Payments with Securities. 



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



        Section
1203. Redemption of Securities for Sinking Fund. 



        Not
less than 60 days prior to each sinking payment date for Securities of any series, 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 in
the currency or currencies, currency unit or units or composite currency or currencies in
which the Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) and the portion thereof, if any, which is
to be satisfied by delivering and crediting Securities of that series pursuant to Section
1202, and the optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and will also deliver to the Trustee any Securities to be so
delivered and credited. If such Officers’ Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment, the Company
shall thereupon be obligated to pay the amount therein specified. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 1103 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 1104. Such notice having been duly given, the redemption of such Securities shall
be made upon the terms and in the manner stated in Sections 1106 and 1107. 



62









ARTICLE THIRTEEN 

REPAYMENT AT THE
OPTION OF HOLDERS 



        Section
1301. Applicability of Article. 



        Repayment
of Securities of any series before their Stated Maturity at the option of Holders thereof
shall be made in accordance with the terms of such Securities, if any, and (except as
otherwise specified by the terms of such series established pursuant to Section 301) in
accordance with this Article. 



        Section
1302. Repayment of Securities. 



        Securities
of any series subject to repayment in whole or in part at the option of the Holders
thereof will, unless otherwise provided in the terms of such Securities, be repaid at a
price equal to the principal amount thereon, together with interest, if any, thereof
accrued to the Repayment Date specified in or pursuant to the terms of such Securities.
The Company covenants that on or before the Repayment Date it will deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust) an amount of money in the currency or currencies, currency
unit or units or composite currency or currencies in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the Securities of
such series) sufficient to pay the principal (or, if so provided by the terms of the
Securities of any series, a percentage of the principal) of, and (except if the Repayment
Date shall be an Interest Payment Date) accrued interest on, all the Securities or
portions thereof, as the case may be, to be repaid on such date. 



        Section
1303. Exercise of Option. 



        Securities
of any series subject to repayment at the option of the Holders thereof will contain an
“Option to Elect Repayment” form on the reverse of such Securities. In order for
any Security to be repaid at the option of the Holder, the Trustee must receive at the
Place of Payment therefor specified in the terms of such Security (or at such other place
or places of which the Company shall from time to time notify the Holders of such
Securities) not earlier than 60 days nor later than 30 days prior to the Repayment Date
(1) the Security so providing for such repayment together with the “Option to Elect
Repayment” form on the reverse thereof duly completed by the Holder (or by the
Holder’s attorney duly authorized in writing) or (2) a telegram, telex, facsimile
transmission or a letter from a member of a national securities exchange, or the National
Association of Securities Dealers, Inc. (now known as the Financial Industry Regulatory
Authority, Inc.) (“NASD”), or a commercial bank or trust company in the United
States setting forth the name of the Holder of the Security, the principal amount of the
Security, the principal amount of the Security to be repaid, the CUSIP number, if any, or
a description of the tenor and terms of the Security, a statement that the option to elect
repayment is being exercised thereby and a
guarantee that the Security to be repaid, together with the duly completed form entitled
“Option to Elect Repayment” on the reverse of the Security, will be received by
the Trustee not later than the fifth Business Day after the date of such telegram, telex,
facsimile transmission or letter; provided, however, that such telegram, telex, facsimile
transmission or letter shall only be effective if such Security and form duly completed
are received by the Trustee by such fifth Business Day. If less than the entire principal
amount of such Security is to be repaid in accordance with the terms of such Security, the
principal amount of such Security to be repaid, in increments of the minimum denomination
for Securities of such series, and the denomination or denominations of the Security or
Securities to be issued to the Holder for the portion of the principal amount of such
Security surrendered that is not to be repaid, must be specified. The principal amount of
any Security providing for repayment at the option of the Holder thereof may not be repaid
in part if, following such repayment, the unpaid principal amount of such Security would
be less than the minimum authorized denomination of Securities of or within the series of
which such Security to be repaid is a part. Except as otherwise may be provided by the
terms of any Security providing for repayment at the option of the Holder thereof,
exercise of the repayment option by the Holder shall be irrevocable unless waived by the
Company. 



63







        Section
1304. When Securities Presented for Repayment Become Due and Payable. 



        If
Securities of any series providing for repayment at the option of the Holders thereof
shall have been surrendered as provided in this Article and as provided by or pursuant to
the terms of such Securities, such Securities or the portions thereof, as the case may be,
to be repaid shall become due and payable and shall be paid by the Company on the
Repayment Date therein specified, and on and after such Repayment Date (unless the Company
shall default in the payment of such Securities on such Repayment Date) such Securities
shall, if the same were interest-bearing, cease to bear interest and the coupons for such
interest appertaining to any Bearer Securities so to be repaid, except to the extent
provided below, shall be void. Upon surrender of any such Security for repayment in
accordance with such provisions, together with all coupons, if any, appertaining thereto
maturing after the Repayment Date, the principal amount of such security so to be repaid
shall be paid by the Company, together with accrued interest, if any, to the Repayment
Date; provided, however, that coupons whose Stated Maturity is on or prior to the
Repayment Date shall be payable only at an office or agency located outside the United
States and, unless otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and provided further that, in the case of Registered
Securities, installments of interest, if any, whose Stated Maturity is on or prior to the
Repayment Date shall be payable (but without interest thereon, unless the Company shall
default in the payment thereof) to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307. 



        If
any Bearer Security surrendered for repayment shall not be accompanied by all appurtenant
coupons maturing after the Repayment Date, such Security may be paid after deducting from
the amount payable therefor as provided in Section 1302 an amount equal to the face amount
of all such missing coupons, or the surrender of such missing coupon or coupons may be
waived by the Company and the Trustee if there be furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall
surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a
deduction shall have been made as provided in the preceding sentence, such Holder shall be
entitled to receive the amount so deducted; provided, however, that interest represented
by coupons shall be payable only at an office or agency located outside the United States
and, unless otherwise specified as contemplated by Section 301, only upon presentation and
surrender of those coupons. 



64







        If
the principal amount of any Security surrendered for repayment shall not be so repaid upon
surrender thereof, such principal amount (together with interest, if any, thereon accrued
to such Repayment Date) shall, until paid, bear interest from the Repayment Date at the
rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities)
set forth in such Security. 



        Section
1305. Securities Repaid in Part. 



        Upon
surrender of any Registered Security which is to be repaid in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such Security,
without service charge and at the expense of the Company, a new Registered Security or
Securities of the same series, of any authorized denomination specified by the Holder, in
an aggregate principal amount equal to and in exchange for the portion of the principal of
such Security so surrendered which is not to be repaid. 





ARTICLE FOURTEEN 

DEFEASANCE AND
COVENANT DEFEASANCE 



        Section
1401. Applicability of Article; Company’s Option to Effect Defeasance or Covenant
Defeasance. 



        If,
pursuant to Section 301, provision is made for either or both of (a) defeasance of the
Securities of or within a series under Section 1402 or (b) covenant defeasance of the
Securities of or within a series under Section 1403 to be applicable to the Securities of
any series, then the provisions of such Section or Sections, as the case may be, together
with the other provisions of this Article (with such modifications thereto as may be
specified pursuant to Section 301 with respect to any Securities), shall be applicable to
such Securities and any coupons appertaining thereto, and the Company may at its option by
Board Resolution, at any time, with respect to such Securities and any coupons
appertaining thereto, elect to defease such Outstanding Securities and any coupons
appertaining thereto pursuant to Section 1402 (if applicable) or Section 1403 (if
applicable) upon compliance with the conditions set forth below in this Article. 



        Section
1402. Defeasance and Discharge. 



        Upon
the Company’s exercise of the above option applicable to this Section with respect to
any Securities of or within a series, the Company shall be deemed to have been discharged
from its obligations with respect to such Outstanding Securities and any coupons
appertaining thereto on the date the conditions set forth in Section 1404 are satisfied
(hereinafter, “defeasance”). For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness represented by
such Outstanding Securities and any coupons appertaining thereto,
which shall thereafter be deemed to be “Outstanding” only for the purposes of
Section 1405 and the other Sections of this Indenture referred to in clauses (A) and (B)
below, and to have satisfied all of its other obligations under such Securities and any
coupons appertaining thereto and this Indenture insofar as such Securities and any coupons
appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of
such Outstanding Securities and any coupons appertaining thereto to receive, solely from
the trust fund described in Section 1404 and as more fully set forth in such Section,
payments in respect of the principal of (and premium or Make-Whole Amount, if any) and
interest, if any, on such Securities and any coupons appertaining thereto when such
payments are due, (B) the Company’s obligations with respect to such Securities under
Sections 305 and 306 and with respect to the payment of Additional Amounts, if any, on
such Securities as contemplated by Section 1004, (C) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (D) this Article. Subject to compliance with
this Article Fourteen, the Company may exercise its option under this Section
notwithstanding the prior exercise of its option under Section 1403 with respect to such
Securities and any coupons appertaining thereto. 



65







        Section
1403. Covenant Defeasance. 



        Upon
the Company’s exercise of the above option applicable to this Section with respect to
any Securities of or within a series, the Company shall be released from its obligations
under Sections 1001 to 1002, inclusive, and, if specified pursuant to Section 301, its
obligations under any other covenant, with respect to such Outstanding Securities and any
coupons appertaining thereto on and after the date the conditions set forth in Section
1404 are satisfied (hereinafter, “covenant defeasance”), and such Securities and
any coupons appertaining thereto shall thereafter be deemed to be not
“Outstanding” for the purposes of any direction, waiver, consent or declaration
or Act of Holders (and the consequences of any thereof) in connection with Sections 1001
to 1002, inclusive, or such other covenant, but shall continue to be deemed
“Outstanding” for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to such Outstanding Securities and any coupons
appertaining thereto, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such Section or such other
covenant, whether directly or indirectly, by reason of any reference elsewhere herein to
any such Section or such other covenant or by reason of reference in any such Section or
such other covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a default or an Event of Default under Section
501(D) or 501(I) or otherwise, as the case may be, but, except as specified above, the
remainder of this Indenture and such Securities and any coupons appertaining thereto shall
be unaffected thereby. 



        Section
1404. Conditions to Defeasance or Covenant Defeasance. 



        The
following shall be the conditions to application of Section 1402 or Section 1403 to any
Outstanding Securities of or within a series and any coupons appertaining thereto: 



66







        (1)
          The Company shall irrevocably have deposited or caused to be deposited with the
          Trustee (or another trustee satisfying the requirements of Section 607  who shall agree to comply with the
provisions of this Article Fourteen applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities and any coupons
appertaining thereto, (1) an amount in such currency, currencies or currency unit in which
such Securities and any coupons appertaining thereto are then specified as payable at
Stated Maturity, or (2) Government Obligations applicable to such Securities and coupons
appertaining thereto (determined on the basis of the currency, currencies or currency unit
in which such Securities and coupons appertaining thereto are then specified as payable at
Stated Maturity) which through the scheduled payment of principal and interest in respect
thereof in accordance with their terms will provide, not later than one day before the due
date of any payment of principal of (and premium or Make-Whole Amount, if any) and
interest, if any, on such Securities and any coupons appertaining thereto, money in an
amount, or (3) a combination thereof in an amount, sufficient, without consideration of
any reinvestment of such principal and interest, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee
(or other qualifying trustee) to pay and discharge, (i) the principal of (and premium or
Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities and any
coupons appertaining thereto on the Stated Maturity of such principal or installment of
principal or interest and (ii) any mandatory sinking fund payments or analogous payments
applicable to such Outstanding Securities and any coupons appertaining thereto on the day
on which such payments are due and payable in accordance with the terms of this Indenture
and of such Securities and any coupons appertaining thereto; provided, that the Trustee
shall have been irrevocably instructed to apply such money or the proceeds of such
Government Obligations to said payments with respect to such Securities. Before such a
deposit, the Company may give to the Trustee, in accordance with Section 1102 hereof, a
notice of its election to redeem all or any portion of such Outstanding Securities at a
future date in accordance with the terms of the Securities of such series and Article
Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if
given, shall be given effect in applying the foregoing. 



        (2)
          Such defeasance or covenant defeasance shall not result in a breach or
violation           of, or constitute a default under, this Indenture or any other
material           agreement or instrument to which the Company is a party or by which it
is bound           (and shall not cause the Trustee to have a conflicting interest
pursuant to           Section 310(b) of the TIA with respect to any Security of the
Company).  




        (3)
          No Event of Default or event which with notice or lapse of time or both would
          become an Event of Default with respect to such Securities and any coupons
          appertaining thereto shall have occurred and be continuing on the date of such
          deposit or, insofar as Sections 501(7) and 501(8) are concerned, at any time
          during the period ending on the 91st day after the date of such deposit (it
          being understood that this condition shall not be deemed satisfied until the
          expiration of such period).  



67







        (4)
          In the case of an election under Section 1402, the Company shall have delivered
          to the Trustee an Opinion of Counsel stating that (a) (i) the Company has  received from, or there has been
published by, the Internal Revenue Service a ruling, or (ii) since the date of execution
of this Indenture, there has been a change in the applicable Federal income tax law, in
either case to the effect that, and based thereon such opinion shall confirm that, the
Holders of such Outstanding Securities and any coupons appertaining thereto will not
recognize income, gain or loss for Federal income tax purposes as a result of such
defeasance and will be subject to Federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such defeasance had not
occurred and (b) the Securities are listed on the New York Stock Exchange that such
defeasance will not cause such Securities to be delisted. 



        (5)
          In the case of an election under Section 1403, the Company shall have delivered
          to the Trustee an Opinion of Counsel to the effect that the Holders of such
          Outstanding Securities and any coupons appertaining thereto will not recognize
          income, gain or loss for Federal income tax purposes as a result of such
          covenant defeasance and will be subject to Federal income tax on the same
          amounts, in the same manner and at the same times as would have been the case
if           such covenant defeasance had not occurred.  




        (6)
          The Company shall have delivered to the Trustee an Officers’ Certificate
          and an Opinion of Counsel, each stating that all conditions precedent to the
          defeasance under Section 1402 or the covenant defeasance under Section 1403 (as
          the case may be) have been complied with and an Opinion of Counsel to the
effect           that either (i) as a result of a deposit pursuant to subsection (A)
above and           the related exercise of the Company’s option under Section 1402
or Section           1403 (as the case may be) registration is not required under the
Investment           Company Act of 1940, as amended, by the Company, with respect to the
trust funds           representing such deposit or by the Trustee for such trust funds or
(ii) all           necessary registrations under said Act have been effected.  




        (7)
          After the 91st day following the deposit, the trust funds will not be subject
to           the effect of any applicable bankruptcy, insolvency, reorganization or
similar           laws affecting creditors’ rights generally.  




        (8)
          Notwithstanding any other provisions of this Section, such defeasance or
          covenant defeasance shall be effected in compliance with any additional or
          substitute terms, conditions or limitations which may be imposed on the Company
          in connection therewith pursuant to Section 301.  




        Section
1405. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous
Provisions. 



        All
money and Government Obligations (or other property as may be provided pursuant to Section
301) (including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 1405, the “Trustee”) pursuant
to Section 1404 in respect of any Outstanding Securities of any series and any coupons
appertaining thereto shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and any coupons appertaining thereto 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 Holders of such Securities
and any coupons appertaining thereto of all sums due and to become due thereon in
respect of principal (and premium or Make-Whole Amount, if any) and interest and
Additional Amounts, if any, but such money need not be segregated from other funds except
to the extent required by law. 



68







        Unless
otherwise specified with respect to any Security pursuant to Section 301, if, after a
deposit referred to in Section 1404(A) has been made, (a) the Holder of a Security in
respect of which such deposit was made is entitled to, and does, elect pursuant to Section
301 or the terms of such Security to receive payment in a currency or currency unit other
than that in which the deposit pursuant to Section 1404(A) has been made in respect of
such Security, or (b) a Conversion Event occurs in respect of the currency or currency
unit in which the deposit pursuant to Section 1404(A) has been made, the indebtedness
represented by such Security and any coupons appertaining thereto shall be deemed to have
been, and will be, fully discharged and satisfied through the payment of the principal of
(and premium or Make-Whole Amount, if any), and interest, if any, on such Security as the
same becomes due out of the proceeds yielded by converting (from time to time as specified
below in the case of any such election) the amount or other property deposited in respect
of such Security into the currency or currency unit in which such Security becomes payable
as a result of such election or Conversion Event based on the applicable market exchange
rate for such currency or currency unit in effect on the second Business Day prior to each
payment date, except, with respect to a Conversion Event, for such currency or currency
unit in effect (as nearly as feasible) at the time of the Conversion Event. 



        The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the Government Obligations deposited pursuant to Section 1404 or
the principal and interest received in respect thereof other than any such tax, fee or
other charge which by law is for the account of the Holders of such Outstanding Securities
and any coupons appertaining thereto. 



        Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon Company Request any money or Government Obligations (or
other property and any proceeds therefrom) held by it as provided in Section 1404 which,
in the opinion of a nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect a defeasance or covenant
defeasance, as applicable, in accordance with this Article. 





ARTICLE FIFTEEN 

MEETINGS OF HOLDERS OF
SECURITIES 



        Section
1501. Purposes for Which Meetings May Be Called. 



        A
meeting of Holders of Securities of any series may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to be made,
given or taken by Holders of Securities of such series. 



69







        Section
1502. Call, Notice and Place of Meetings. 



        (1)
          The Trustee may at any time call a meeting of Holders of Securities of any
          series for any purpose specified in Section 1501, to be held at such time and
at           such place in the Borough of Manhattan, The City of New York as the Trustee
          shall determine. Notice of every meeting of Holders of Securities of any
series,           setting forth the time and the place of such meeting and in general
terms the           action proposed to be taken at such meeting, shall be given, in the
manner           provided in Section 106, not less than 21 nor more than 180 days prior
to the           date fixed for the meeting.  




        (2)
          In case at any time the Company, pursuant to a Board Resolution, or the Holders
          of at least 25% in principal amount of the Outstanding Securities of any series
          shall have requested the Trustee to call a meeting of the Holders of Securities
          of such series for any purpose specified in Section 1501, by written request
          setting forth in reasonable detail the action proposed to be taken at the
          meeting, and the Trustee shall not have made the first publication of the
notice           of such meeting within 21 days after receipt of such request or shall
not           thereafter proceed to cause the meeting to be held as provided herein, then
the           Company or the Holders of Securities of such series in the amount above
          specified, as the case may be, may determine the time and the place in the
          Borough of Manhattan, The City of New York, or in London for such meeting and
          may call such meeting for such purposes by giving notice thereof as provided in
          subsection (A) of this Section.  




        Section
1503. Persons Entitled to Vote at Meetings. 



        To
be entitled to vote at any meeting of Holders of Securities of any series, a Person shall
be (1) a Holder of one or more Outstanding Securities of such series, or (2) a Person
appointed by an instrument in writing as proxy for a Holder or Holders of one or more
Outstanding Securities of such series by such Holder or Holders. The only Persons who
shall be entitled to be present or to speak at any meeting of Holders of Securities of any
series shall be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the Company and
its counsel. 



        Section
1504. Quorum; Action. 



        The
Persons entitled to vote a majority in principal amount of the Outstanding Securities of a
series shall constitute a quorum for a meeting of Holders of Securities of such series;
provided, however, that if any action is to be taken at such meeting with respect to a
consent or waiver which this Indenture expressly provides may be given by the Holders of
not less than a specified percentage in principal amount of the Outstanding Securities of
a series, the Persons entitled to vote such specified percentage in principal amount of
the Outstanding Securities of such series shall constitute a quorum. In the absence of a
quorum within 30 minutes after the time appointed for any such meeting, the meeting shall,
if convened at the request of Holders of Securities of such series, be dissolved. In any
other case the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior
to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned
meeting shall be given as provided in Section 1502(A), except that such notice need be
given only once not less than five days prior to the date on which the meeting is
scheduled to be reconvened. Notice of the reconvening of any adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum. 



70







        Except
as limited by the proviso to Section 902, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted
by the affirmative vote of the Holders of a majority in principal amount of the
Outstanding Securities of that series; provided, however, that, except as limited by the
proviso to Section 902, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of a series may be adopted at
a meeting or an adjourned meeting duly reconvened and at which a quorum is present as
aforesaid by the affirmative vote of the Holders of such specified percentage in principal
amount of the Outstanding Securities of that series. 



        Any
resolution passed or decision taken at any meeting of Holders of Securities of any series
duly held in accordance with this Section shall be binding on all the Holders of
Securities of such series and the related coupons, whether or not present or represented
at the meeting. 



        Notwithstanding
the foregoing provisions of this Section 1504, if any action is to be taken at a meeting
of Holders of Securities of any series with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action that this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage in principal amount
of all Outstanding Securities affected thereby, or of the Holders of such series and one
or more additional series; 



        (1)
          there shall be no minimum quorum requirement for such meeting; and  




        (2)
          the principal amount of the Outstanding Securities of such series that vote in
          favor of such request, demand, authorization, direction, notice, consent,
waiver           or other action shall be taken into account in determining whether such
request,           demand, authorization, direction, notice, consent, waiver or other
action has           been made, given or taken under this Indenture.  




Section 1505. Determination of
Voting Rights; Conduct and Adjournment of Meetings. 



        (1)
          Notwithstanding any provisions of this Indenture, the Trustee may make such
          reasonable regulations as it may deem advisable for any meeting of Holders of
          Securities of a series in regard to proof of the holding of Securities of such
          series and of the appointment of proxies and in regard to the appointment and
          duties of inspectors of votes, the submission and examination of proxies,
          certificates and other evidence of the right to vote, and such other matters
          concerning the conduct of the meeting as it shall deem appropriate. Except as
          otherwise permitted or required by any such regulations, the holding of Securities shall be proved
in the manner specified in Section 104 and the appointment of any proxy shall be proved in
the manner specified in Section 104 or by having the signature of the Person executing the
proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section
104 to certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed valid and
genuine without the proof specified in Section 104 or other proof.  





71








        (2)
          (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman           of the meeting, unless the meeting shall have been called by the
Company or by           Holders of Securities as provided in Section 1502(B), in which
case the Company           or the Holders of Securities of or within the series calling
the meeting, as the           case may be, shall in like manner appoint a temporary
chairman. A permanent           chairman and a permanent secretary of the meeting shall
be elected by vote of           the Persons entitled to vote a majority in principal
amount of the Outstanding           Securities of such series represented at the meeting.  




        (3)
          At any meeting each Holder of a Security of such series or proxy shall be
          entitled to one vote for each $1,000 principal amount of the Outstanding
          Securities of such series held or represented by him; provided, however, that
no           vote shall be cast or counted at any meeting in respect of any Security
          challenged as not Outstanding and ruled by the chairman of the meeting to be
not           Outstanding. The chairman of the meeting shall have no right to vote,
except as           a Holder of a Security of such series or proxy.  




        (4)
          Any meeting of Holders of Securities of any series duly called pursuant to
          Section 1502 at which a quorum is present may be adjourned from time to time by
          Persons entitled to vote a majority in principal amount of the Outstanding
          Securities of such series represented at the meeting, and the meeting may be
          held as so adjourned without further notice.  




Section 1506. Counting Votes
and Recording Action of Meetings. 



        The
vote upon any resolution submitted to any meeting of Holders of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and the principal amounts
and serial numbers of the Outstanding Securities of such series held or represented by
them. The permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in duplicate of
all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each
meeting of Holders of Securities of any series shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of the inspectors
of votes on any vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the fact, setting forth a copy of the notice of the meeting and showing that
said notice was given as provided in Section 1502 and, if applicable, Section 1504. Each
copy shall be signed and verified by the affidavits of the permanent chairman and
secretary of the meeting and one such copy shall be delivered to the Company and another
to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any record so signed and
verified shall be conclusive evidence of the matters therein stated.  



72









Section 1507. Evidence of
Action Taken by Holders. 



        Any
request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in principal
amount of the Holders of any or all series may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such specified percentage of Holders
in person or by agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are
delivered to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and (subject to
Article Six) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Article. 



Section 1508.  Proof of Execution of Instruments. 



        Subject
to Article Six, the execution of any instrument by a Holder or his agent or proxy may be
proved in accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee. 







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



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




			EZCHIP SEMICONDUCTOR LTD.

By:
Name:
Title:

as Trustee

By:
Name:
Title:









73









STATE OF
CITY OF 




        The foregoing instrument was acknowledged before me in the City
of                        , State of
                        , by
                        ,
of EZchip Semiconductor Ltd., an Israeli company, on behalf of the company.





        My
commission expires. 








	Notary Public  










STATE OF
CITY/COUNTY OF 








     The foregoing instrument was acknowledged before me in the City/County of
                        ,State of
                        , by
                        , of
                        , a
                        , corporation,
on behalf of the corporation.











        My
commission expires                                                             . 










	Notary Public  










74








EXHIBIT A 

FORMS OF CERTIFICATION 





A-1







EXHIBIT A-1 

FORM OF CERTIFICATE TO
BE GIVEN BY PERSON ENTITLED 

TO RECEIVE BEARER
SECURITY OR TO OBTAIN INTEREST 

PAYABLE PRIOR TO THE EXCHANGE DATE 

CERTIFICATE 

[Insert title or
sufficient description of Securities to be delivered] 






        This
is to certify that, as of the date hereof, and except as set forth below, the
above-captioned Securities held by you for our account (i) are owned by person(s) that are
not citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is subject to United States
federal income taxation regardless of its source (“United States person(s)”),
(ii) are owned by United States person(s) that are (a) foreign branches of United States
financial institutions (financial institutions, as defined in United States Treasury
Regulations Section 1.165-12(c)(1)(v) are herein referred to as “financial
institutions”) purchasing for their own account or for resale, or (b) United States
person(s) who acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial institutions
on the date hereof (and in either case (a) or (b), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you may advise
Property Company of America or its agent that such financial institution will provide a
certificate within a reasonable time stating that it agrees to comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by a
financial institution for purposes of resale during the restricted period (as defined in
United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, such financial
institution described in clause (iii) above (whether or not also described in clause (i)
or (ii)), certifies that it has not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the United States
or its possessions. 



        As
used herein, “United States” means the United States of America (including the
States and the District of Columbia); and its “possessions” include Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands. We undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the above-captioned Securities
held by you for our account in accordance with your Operating Procedures if any applicable
statement herein is not correct on such date, and in the absence of any such notification
it may be assumed that this certification applies as of such date. 



        This
certificate excepts and does not related to [U.S.$]             of such interest in the
above-captioned Securities in respect of which we are not able to certify and as to which
we understand an exchange for an interest in a Permanent Global Security or an exchange
for and delivery of definitive Securities (or, if relevant, collection of any interest)
cannot be made until we do so certify. 





A-2(1)








        We
understand that this certificate may be required in connection with certain tax
legislation in the United States. If administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or would be relevant, we
irrevocably authorize you to produce this certificate or a copy thereof to any interested
party in such proceedings. 




        Dated:
              , 20 




[To be dated no earlier than the 15th
day prior to the earlier of (i) the Exchange Date or (ii) the relevant Interest Payment
Date occurring prior to the Exchange Date, as applicable] 



[Name of Person Making
Certification] 










	(Authorized Signator)
Name:
Title:
 









A-3(2)








EXHIBIT A-2 

FORM OF CERTIFICATE TO
BE GIVEN BY EUROCLEAR 

AND CEDEL S.A. IN
CONNECTION WITH THE EXCHANGE OF 

A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO 

OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE 

CERTIFICATE 

[Insert title or
sufficient description of Securities to be delivered] 





        This
is to certify that, based solely on written certifications that we have received in
writing, by tested telex or by electronic transmission from each of the persons appearing
in our records as persons entitled to a portion of the principal amount set forth below
(our “Member Organizations”) substantially in the form attached hereto, as of
the date hereof, [U.S.$]              principal amount of the above-captioned Securities (i) is owned
by person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which is subject
to United States Federal income taxation regardless of its source (“United States
person(s)”), (ii) is owned by United States person(s) that are (a) foreign branches
of United States financial institutions (financial institutions, as defined in United
States Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred to as
“financial institutions”) purchasing for their own account or for resale, or (b)
United States person(s) who acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities through such United States
financial institutions on the date hereof (and in either case (a) or (b), each such
financial institution has agreed, on its own behalf or through its agent, that we may
advise Property Trust of America or its agent that such financial institution will provide
a certificate within a reasonable time stating that it agrees to comply with the
requirements of Section 165(j)(3)(A), (B), or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) is owned by a financial institution for
purposes of resale during the restricted period (as defined in United States Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)), and that such financial institutions
described in clause (iii) above (whether or not also described in clause (i) or (ii)) have
certified that they have not acquired the Securities for purposes of resale directly or
indirectly to a United States person or to a person within the United States or its
possessions. 



        As
used herein, “United States” means the United States of America (including the
States and the District of Columbia); and its “possessions” include Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands. 



        We
further certify that (i) we are not making available herewith for exchange (or, if
relevant, collection of any interest) any portion of the temporary global Security
representing the above-captioned Securities excepted in the above-referenced certificates
of Member Organizations and (ii) as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the statements made
by such Member Organizations with respect to any portion of the part submitted herewith
for exchange (or, if relevant, collection of any interest) are no longer true and cannot
be relied upon as of the date hereof. 




A-2(1)







        We
understand that this certification is required in connection with certain tax legislation
in the United States. If administrative or legal proceedings are commenced or threatened
in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate or a copy thereof to any interested party in
such proceedings. 






        Dated:
             
             , 20 




[To be dated no earlier than the
earlier of the Exchange Date or the relevant Interest Payment Date occurring prior to the
Exchange Date, as applicable] 



[Morgan Guaranty Trust Company of
New York, Brussels Office,] as Operator of the Euroclear System [Cedel S.A.] 




	By:
     ———————————————









A-2(2)