CalAmp Corp., 
as Issuer
      

      ___________________________

      INDENTURE 

      Dated as of [__________]
      

      ___________________________

      [__________________] 
as
      Trustee 

       

      Debt Securities 

       

       

       











[CROSS-REFERENCE
SHEET* 

	TIA Section		Indenture Section
	310  	(a)(1)		7.9	      
		(a)(2)		7.9	
		(a)(3)		N/A	
		(a)(4)		N/A	
		(a)(5)		N/A	 
		(b)		N/A	
	311	(a)		7.10	
		(b)		7.10	
	312	(a)		2.6	
		(b)		10.2	
		(c)		N/A	 
	313	(a)		N/A	
		(b)(1)		N/A	
		(b)(2)		N/A	
		(c)		10.1	
		(d)		N/A	
	314	(a)		4.5(a)	
		(b)		N/A	
		(c)(1)	2.3, 8.1(a)–(c), 10.03, 11.03	
		(c)(2)	2.3, 8.1(a)–(c), 10.03, 11.03	
		(c)(3)		8.1(a) and (b)	
		(d)		N/A	
		(e)		10.04	
		(f)	 	N/A	
	315	(a)		7.1(b)	
		(b)		7.5	
		(c)		7.1(a)	
		(d)		7.1(c), 7.2(d)	
		(e)		6.14	
	316	(a)
      (last sentence)		2.10	
		(a)(1)(A)		6.12	
		(a)(1)(B)		6.13	
		(a)(2)		N/A	
		(b)		6.8	
	317	(a)(1)		6.3, 6.5	
		(a)(2)		6.4	
		(b)		2.5	
	318	(a) 		N/A	



*This cross reference sheet 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 Trust Indenture Act of 1939, as amended, which provides
that the provisions of Sections 310 through 317 of such Act are a part of and
govern every qualified indenture, whether or not physically contained
therein.







TABLE OF CONTENTS 

					Page
	ARTICLE I. DEFINITIONS AND
      INCORPORATION BY REFERENCE		1
	             
      	Section 1.1.	      
    	Definitions		1
	 	Section 1.2.		Other Definitions		5
		Section 1.3.		Rules of Construction		5
	ARTICLE II. THE
      SECURITIES		5
		Section 2.1.		Issuable in Series		5
		Section 2.2.		Establishment of Terms of Series of
      Securities		6
		Section 2.3.		Execution and
    Authentication		8
		Section 2.4.		Registrar, Paying Agent and Transfer
      Agent		10    
		Section 2.5.		Paying Agent to Hold Money in
Trust		10
		Section 2.6.		Securityholder Lists		11
		Section 2.7.		Transfer and Exchange		11
		Section 2.8.		Mutilated, Destroyed, Lost and Stolen
      Securities		11
		Section 2.9.		Outstanding Securities		12
		Section 2.10.		Treasury Securities		13
		Section 2.11.		Temporary Securities		13
		Section 2.12.		Cancellation		13
		Section 2.13.		Global Securities		13
		Section 2.14.		CUSIP Numbers		15
	ARTICLE III. REDEMPTION		15
		Section 3.1.		Notice to Trustee; No Liability for
      Calculations		15
		Section 3.2.		Selection of Securities to be
    Redeemed		15
		Section 3.3.		Notice of Redemption		16
		Section 3.4.		Effect of Notice of Redemption		17
		Section 3.5.		Deposit of Redemption Price		17
		Section 3.6.		Securities Redeemed in
Part		17
		Section 3.7.		Sinking Fund		18
		Section 3.8.		Satisfaction of Sinking Fund
      Payments with Securities		18
		Section 3.9.		Redemption of Securities for Sinking
      Fund		18
	ARTICLE IV. COVENANTS		19
		Section 4.1.		Payment of Principal, Premium and
      Interest		19
		Section 4.2.		Compliance Certificate		19
		Section 4.3.		Stay, Extension and Usury
    Laws		19
		Section 4.4.		Corporate Existence		20
		Section 4.5.		Reports		20
	ARTICLE V. SUCCESSORS		20
		Section 5.1.		Consolidation, Merger and Sale of
      Assets		20
	ARTICLE VI. DEFAULTS AND REMEDIES		21
		Section 6.1.		Events of Default		21
		Section 6.2.		Acceleration of Maturity; Rescission
      and Annulment		22
		Section 6.3.		Collection of Indebtedness and Suits for
      Enforcement by Trustee		22
		Section 6.4.		Trustee May File Proofs of Claim		23
		Section 6.5.		Trustee May Enforce Claims Without
      Possession of Securities		24



i 







	             
      	Section 6.6.	      
    	Application of Money Collected	24
		Section 6.7.		Limitation on Suits	24
		Section 6.8.		Unconditional Right of Holders to Receive
      Principal and Interest	25
		Section 6.9.		Restoration of Rights and
      Remedies	25
		Section 6.10.		Rights and Remedies
    Cumulative	25
		Section 6.11.		Delay or Omission Not Waiver	26
		Section 6.12.		Control by Holders	26
		Section 6.13.		Waiver of Past Defaults	26
		Section 6.14.		Undertaking for Costs	26
	ARTICLE VII. TRUSTEE	27
		Section 7.1.		Duties of Trustee	27
		Section 7.2.		Rights of Trustee	28
		Section 7.3.		May Hold Securities	29
		Section 7.4.		Trustee’s Disclaimer	30
	 	Section 7.5.		Notice of Defaults	30
		Section 7.6.		Compensation and Indemnity	30
		Section 7.7.		Replacement of Trustee	31
		Section 7.8.		Successor Trustee by Merger, etc.	32
		Section 7.9.		Eligibility; Disqualification	33
		Section 7.10.		Preferential Collection of Claims Against
      Issuer	33
	ARTICLE VIII. DISCHARGE OF
      INDENTURE	33
		Section 8.1.		Termination of Issuer’s
      Obligations	33
		Section 8.2.		Application of Trust Money	37
		Section 8.3.		Repayment to Issuer	37
		Section 8.4.		Reinstatement	37
	ARTICLE IX. AMENDMENTS AND WAIVERS	38
		Section 9.1.		Without Consent of Holders	38
		Section 9.2.		With Consent of Holders	38
		Section 9.3.		Limitations	39
		Section 9.4.	 	Form of Amendments	40
		Section 9.5.		Revocation and Effect of Consents	40
		Section 9.6.		Notation on or Exchange of
    Securities	40
		Section 9.7.		Trustee Protected	40
	ARTICLE X. MISCELLANEOUS	41
		Section 10.1.		Notices	41
		Section 10.2.		Communication by Holders with Other
      Holders	42
		Section 10.3.		Certificate and Opinion as to Conditions
      Precedent	42
		Section 10.4.		Statements Required in Certificate or
      Opinion	42
		Section 10.5.		Rules by Trustee and Agents	43
		Section 10.6.		Legal Holidays	43
		Section 10.7.		No Personal Liability of Directors,
      Officers, Employees and Certain Others	43
		Section 10.8.		Counterparts	43
		Section 10.9.		Governing Laws	43
		Section 10.10.		No Adverse Interpretation of Other
      Agreements	44
		Section 10.11.		Successors	44
		Section 10.12.		Severability	44
		Section 10.13.		Table of Contents, Headings, Etc.	44
		Section 10.14.		Judgment Currency	44
		Section 10.15.		English Language	45
		Section 10.16.		Submission to Jurisdiction;
      Appointment of Agent	45
		Section 10.17.		Waiver of Immunity	45
		Section 10.18.		Waiver of Jury Trial	46






 




             
Indenture dated as of [__________] between CalAmp Corp., a Delaware corporation
(the “Issuer”), and [__________], as trustee (the “Trustee”). 

             
Each party agrees as follows for the benefit of the other parties and for the
equal and ratable benefit of the Holders (as defined below) of the Securities
(as defined below) issued under this Indenture. 

ARTICLE I. 
DEFINITIONS AND INCORPORATION BY REFERENCE 

      
Section 1.1. Definitions. 

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

             
“Agent”
means any Registrar, Paying Agent or Transfer Agent or any other agent appointed
pursuant to this Indenture. 

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

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


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

             
“Capital Stock” means (1) in the case of a corporation, corporate stock; (2) in the
case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock; (3) in the case of a partnership or limited liability company,
partnership interests (whether general or limited) or membership interests; and
(4) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the
issuing Person, but excluding from all of the foregoing any debt securities
convertible into Capital Stock, whether or not such debt securities include any
right of participation with Capital Stock. 

             
“Certificated Securities” means definitive Securities in registered non-global
certificated form. 







             
“Company Order” or “Company Request” means a written order signed in the name of the Issuer by
one of the Officers of the Issuer. 

             
“Corporate Trust Office” means the office of the Trustee at which at any particular
time its corporate trust business shall be principally administered, which, as
of the date hereof is the address set forth in Section 10.1. 

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

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

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

             
“Dollars”
or “$”
means the currency of The United States of America. 

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

            
“GAAP” means accounting principles
generally accepted in the United States of America set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
have been approved by a significant segment of the accounting profession, which
are in effect from time to time. 

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

             
“Government Obligations” means securities which are (i) direct obligations of The
United States of America 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 the payment of
which is unconditionally guaranteed as a full faith and credit obligation by The
United States of America, and which in the case of (i) and (ii) 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 with respect to the Government Obligation
evidenced by such depository receipt. 

2 







             
“Holder” or
“Securityholder” means a Person in whose name a Security is registered in the register
maintained by the Registrar. 

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

             
“Issue Date” means, with respect to any Security, the date of original issuance of
such Security. 

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

             
“Officer”
means the Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer, Chief Accounting Officer, President, any Vice-President, the Treasurer,
a Director, the Chairman, the Secretary, any Assistant Treasurer or any
Assistant Secretary of the Issuer. 

             
“Officer’s Certificate” means a certificate signed by an Officer of the Issuer.


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

             
“Periodic Offering” means an offering of Securities of a Series from time to time, during
which any or all of the specific terms of the Securities, including the rate or
rates of interest, if any, thereon, the maturity or maturities thereof and the
redemption provisions, if any, with respect thereto, are to be determined by the
Issuer or its agents upon the issuance of such Securities in accordance with the
terms of the relevant supplemental indenture. 

             
“Person”
means any individual, corporation, partnership, limited liability company,
association, joint venture, trust, joint stock company or any other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof. 

             
“principal”
of a Security means the principal of the Security plus, when appropriate, the
premium, if any, on the Security. 

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

             
“Restricted Security”, with respect to any Series of Securities, means a Security
of such Series, unless or until it has been (i) effectively registered under the
Securities Act and disposed of in accordance with a registration statement with
respect to such Series or (ii) distributed to the public pursuant to Rule 144
under the Securities Act or any similar provision then in force.

3 







             
“SEC” means
the Securities and Exchange Commission. 

             
“Securities” means the debentures, notes or other debt instruments of the Issuer of
any Series authenticated and delivered under this Indenture. 

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

             
“Series” or
“Series of Securities” means each series of Securities of the Issuer created
pursuant to Sections 2.1 and 2.2 hereof. 

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

             
“Subsidiary” means, with respect to any specified Person, (a) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency and after giving effect to any voting agreement or stockholders’
agreement that effectively transfers voting power) to vote in the election of
directors, managers or trustees of the corporation, association or other
business entity which is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other subsidiaries of that
Person (or a combination thereof); and (b) any partnership or limited liability
company of which (x) more than 50% of the capital accounts, distribution rights,
total equity and voting interests or general and limited partnership interests,
as applicable, are owned or controlled, directly or indirectly, by such Person
or one or more of the other subsidiaries of that Person or a combination
thereof, whether in the form of membership, general, special or limited
partnership interests or otherwise, and (y) such Person or any subsidiary of
such Person is a controlling general partner or otherwise controls such entity.


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

             
“Unrestricted Securities”, with respect to any Series of Securities, means a Security
(i) effectively registered under the Securities Act and disposed of in
accordance with a registration statement with respect to such Series or (ii)
distributed to the public pursuant to Rule 144 under the Securities Act or any
similar provision then in force. 


4 







      
Section 1.2. Other Definitions. 

	TERM	DEFINED IN
		SECTION
	“Acceleration Notice”		6.2
	“Bankruptcy Law”		6.1
	“covenant defeasance”		8.1(b)
	“Custodian”		6.1
	“Event of Default”		6.1
	“Issuer”	 	Preamble
	“Judgment Currency”		10.14
	“legal defeasance”		8.1(c)
	“Legal Holiday”		10.6
	“New York Banking Day”		10.14
	“Paying Agent”		2.4
	“Process Agent”		10.16
	“Registrar”		2.4
	“Related Proceeding”		10.16
	“Required Currency”		10.14
	“Successor Company”		5.1(a)
	“TIA”		7.10
	“Transfer Agent”		2.4



      
Section 1.3. Rules of Construction. 

             
Unless the context otherwise requires: 

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

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

             
(c) “or”
is not exclusive and “including” means including without
limitation; 

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


             
(e) provisions
apply to successive events and transactions. 

ARTICLE II. 
THE SECURITIES


      
Section 2.1. Issuable in Series. 

             
The aggregate principal amount of Securities that may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one
or more Series. All Securities of a Series shall be identical except as may be
set forth in, or pursuant to a Board Resolution, Officer’s Certificate or
supplemental indenture establishing the terms of such Series of
Securities.

5 







      
Section 2.2. Establishment of Terms of Series of Securities. 

             
At or prior to the issuance of any Securities within a Series, the following
shall be established (as to the Series generally, in the case of Subsection
2.2.1 and either as to such Securities within the Series or as to the Series
generally in the case of Subsections 2.2.2 through 2.2.28) by or pursuant to a
Board Resolution, Officer’s Certificate or supplemental indenture: 

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

             
2.2.2. any limit
upon the aggregate principal amount of the Securities of the Series which may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the Series pursuant to Section 2.7, 2.8,
2.11, 3.6, 9.3 or 9.6); 

             
2.2.3. the date or
dates on which the principal and premium, if any, of the Securities of the
Series is payable; 

             
2.2.4. the rate or
rates, which may be fixed or variable, at which the Securities of the Series
shall bear interest or the manner of calculation of such rate or rates, if any,
including any procedures to vary or reset such rate or rates, and the basis upon
which interest will be calculated if other than that of a 360-day year of twelve
30-day months 

             
2.2.5. the place
or places where the principal of and interest, if any, on the Securities of the
Series shall be payable, where the Securities of such Series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Issuer with respect to the Securities of such Series and this Indenture
may be served, and the method of such payment, if by wire transfer, mail or
other means if other than as set forth in this Indenture; 

             
2.2.6. the date or
dates from which interest on the Securities of the Series shall accrue, the
dates on which such interest will be payable or the manner of determination of
such dates, and the record date for the determination of Holders to whom
interest is payable on any such dates; 

             
2.2.7. any
trustees, authenticating agents or paying agents with respect to the Securities
of the Series, if different from those set forth in this Indenture; 

             
2.2.8. the right,
if any, to extend the interest payment periods or defer the payment of interest
and the duration of such extension or deferral; 

             
2.2.9. if
applicable, the period or periods within which, the price or prices at which and
the terms and conditions upon which the Securities of the Series may be
redeemed, in whole or in part, at the option of the Issuer if other than as set
forth in this Indenture; 

             
2.2.10. the
obligation, if any, of the Issuer to redeem, repurchase or repay, if other than
as set forth herein, the Securities of the Series pursuant to any sinking fund
or analogous provisions, including payments made in cash in anticipation of
future sinking fund obligations, or at the option of a Holder thereof and the
period or periods within which, the price or prices at
which and the terms and conditions upon which Securities of the Series shall be
redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;


6 







             
2.2.11. the forms
of the Securities of the Series including the form of the Trustee’s certificate
of authentication for such Series; 

             
2.2.12. if other
than denominations of $1,000 or integral multiples of $1,000 in excess thereof,
the denominations in which the Securities of the Series shall be issuable;


             
2.2.13. the
currency or currencies in which payment of the principal of, premium, if any,
and interest on, the Securities of the Series shall be payable; 

             
2.2.14. if the
principal amount payable at the Stated Maturity of Securities of the Series will
not be determinable as of any one or more dates prior to such Stated Maturity,
the amount which will be deemed to be such principal amount as of any such date
for any purpose, including the portion of the principal amount thereof that will
be due and payable upon declaration of acceleration of the maturity thereof
pursuant to Section 6.2 or upon any maturity other than the Stated Maturity or
that will be deemed to be outstanding as of any such date, or, in any such case,
the manner in which such deemed principal amount is to be determined;


             
2.2.15. the terms
of any repurchase or remarketing rights; 

             
2.2.16. if the
Securities of the Series shall be issued in whole or in part in the form of a
Global Security or Securities, the type of Global Security to be issued; the
terms and conditions, if different from those contained in this Indenture, upon
which such Global Security or Securities may be exchanged in whole or in part
for other individual Securities in definitive registered form; the Depositary
for such Global Security or Securities; and the form of any legend or legends to
be borne by any such Global Security or Securities in addition to or in lieu of
the legend referred to in Section 2.13.2; 

             
2.2.17. whether
the Securities of the Series will be convertible into or exchangeable for other
Securities, common shares or other securities of any kind of the Issuer or
another obligor, and, if so, the terms and conditions upon which such Securities
will be so convertible or exchangeable, including the initial conversion or
exchange price or rate or the method of calculation, how and when the conversion
price or exchange ratio may be adjusted, whether conversion or exchange is
mandatory, at the option of the holder or at the Issuer’s option, the conversion
or exchange period, and any other provision in addition to or in lieu of those
described herein;

             
2.2.18. any
additional restrictive covenants or Events of Default that will apply to the
Securities of the Series, or any changes to the restrictive covenants set forth
in Article IV or the Events of Default set forth in Section 6.1 that will apply
to the Securities of the Series, which may consist of establishing different
terms or provisions from those set forth in Article IV or Section 6.1 or
eliminating any such restrictive covenant or Event of Default with respect to
the Securities of the Series; 

             
2.2.19. any
provisions granting special rights to Holders when a specified event occurs;


7 







             
2.2.20. if the
amount of principal of or any premium or interest on Securities of any Series
may be determined with reference to an index or pursuant to a formula, the
manner in which such amounts will be determined; 

             
2.2.21. any
special tax implications of the Securities, including provisions for original
issue discount securities, if offered; 

             
2.2.22. whether
and upon what terms Securities of the Series may be defeased if different from
the provisions set forth in this Indenture; 

             
2.2.23. with
regard to the Securities of any Series that do not bear interest, the dates for
certain required reports to the Trustee; 

             
2.2.24. whether
the Securities of any Series will be issued as Unrestricted Securities or
Restricted Securities, and, if issued as Restricted Securities, the rule or
regulation promulgated under the Securities Act in reliance on which they will
be sold;

             
2.2.25. any
guarantees, on the Securities of the Series, and the terms and conditions upon
which any guarantees, may be released or terminated; 

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

             
2.2.27. any
Depositaries, interest rate calculation agents, exchange rate calculation agents
or other agents with respect to Securities of such Series if other than those
appointed herein; and

             
2.2.28. any and
all additional, eliminated or changed terms that shall apply to the Securities
of the Series, including any terms that may be required by or advisable under
United States laws or regulations, including the Securities Act and the rules
and regulations promulgated thereunder, or advisable in connection with the
marketing of Securities of that Series. 

             
All Securities of any one Series need not be issued at the same time and may be
issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to the Board Resolution, Officer’s Certificate or
supplemental indenture referred to above. 

      
Section 2.3. Execution and Authentication.


             
An Officer of the Issuer shall sign the Securities for the Issuer by manual or
facsimile signature.

             
If an Officer whose signature is on a Security no longer holds that office at
the time the Security is authenticated, the Security shall nevertheless be
valid. 

8 







             
A Security shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent. The signature shall be conclusive evidence
that the Security has been authenticated under this Indenture. 

             
The Trustee shall at any time, and from time to time, authenticate Securities
for original issue in the principal amount provided in the Board Resolution,
Officer’s Certificate or supplemental indenture, upon receipt by the Trustee of
a Company Order. Each Security shall be dated the date of its authentication
unless otherwise provided by the relevant Board Resolution, Officer’s
Certificate or supplemental indenture. 

             
Notwithstanding the provisions of Section 2.2 and the preceding paragraph, in
the case of Securities offered in a Periodic Offering, the Trustee shall
authenticate and deliver such Securities from time to time in accordance with a
Company Order or such other procedures acceptable to the Trustee as may be
specified by or pursuant to a supplemental indenture or the written order of the
Issuer delivered to the Trustee prior to the time of the first authentication of
Securities of such Series.

             
The aggregate principal amount of Securities of any Series outstanding at any
time may not exceed any limit upon the maximum principal amount for such Series
set forth in the Board Resolution, Officer’s Certificate or supplemental
indenture delivered pursuant to Section 2.2. 

             
Prior to the issuance of Securities of any Series, the Trustee shall have
received and (subject to Section 7.2) shall be fully protected in relying on:
(a) the Board Resolution, Officer’s Certificate or supplemental indenture
establishing the form of the Securities of that Series or of Securities within
that Series and the terms of the Securities of that Series or of Securities
within that Series, (b) an Officer’s Certificate complying with Section 10.4,
and (c) an Opinion of Counsel complying with Section 10.4. With respect to
Securities of a Series subject to a Periodic Offering, the Trustee conclusively
may rely, as to the authorization by the Issuer of any of such Securities, the
forms and terms thereof and the legality, validity, binding effect and
enforceability thereof, upon the written order of the Issuer, Opinion of
Counsel, Officer’s Certificate and other documents delivered pursuant to this
Section 2.3 at or prior to the time of the first authentication of Securities of
such Series unless and until such written order, Opinion of Counsel, Officer’s
Certificate or other documents have been superseded or revoked, and written
notice thereof is provided to Trustee, or expire by their terms. 

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

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

9 







      
Section 2.4. Registrar, Paying Agent and Transfer Agent. 

             
The Issuer will maintain one or more paying agents (each, a “Paying Agent”) for the
Securities in the Borough of Manhattan, City of New York. The initial Paying
Agent will be the Trustee and thereafter “Paying Agent” shall mean or include
each Person who is then a Paying Agent hereunder, and if at any time there is
more than one such Person, “Paying
Agent” as used with respect to the Securities
of any Series shall mean the Paying Agent with respect to Securities of that
Series. The Issuer, upon written notice to the Trustee accompanied by an
Officer’s Certificate, may appoint one or more paying agents, other than the
Trustee, for all or any Series of Securities. If the Issuer fails to appoint or
maintain another entity as paying agent, the Trustee shall act as such. The
Issuer, or any of its Subsidiaries, upon notice to the Trustee, may act as
paying agent. 

             
The Issuer will maintain one or more registrars (each, a “Registrar”) for the
Securities in the Borough of Manhattan, City of New York. The initial Registrar
will be the Trustee and thereafter “Registrar” shall mean or include each
Person who is then a Registrar hereunder, and if at any time there is more than
one such Person, “Registrar” as used with respect to the Securities of any Series shall
mean the Registrar with respect to Securities of that Series. The Issuer, upon
written notice to the Trustee accompanied by an Officer’s Certificate, may
appoint one or more registrars, other than the Trustee, for all or any Series of
Securities. If the Issuer fails to appoint or maintain another entity as
registrar, the Trustee shall act as such. The Issuer, or any of its
Subsidiaries, upon notice to the Trustee, may act as registrar. 

             
The Issuer will also maintain a transfer agent (each, a “Transfer Agent”) for the
Securities in the Borough of Manhattan, City of New York. The initial Transfer
Agent will be the Trustee and thereafter “Transfer Agent” shall mean or include
each Person who is then a Transfer Agent hereunder, and if at any time there is
more than one such Person, “Transfer
Agent” as used with respect to the Securities
of any Series shall mean the Transfer Agent with respect to Securities of that
Series. The Issuer, upon written notice to the Trustee accompanied by an
Officer’s Certificate, may appoint one or more transfer agents, other than the
Trustee, for all or any Series of Securities. If the Issuer fails to appoint or
maintain another entity as transfer agent, the Trustee shall act as such. The
Issuer, or any Subsidiary of the Issuer, upon notice to the Trustee, may act as
transfer agent. 

             
The Issuer may change any Paying Agent, Registrar or Transfer Agent for its
Securities without prior notice to the Holders.

      
Section 2.5. Paying Agent to Hold Money in Trust.


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

10 







      
Section 2.6. Securityholder Lists. 

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

      
Section 2.7. Transfer and Exchange. 

             
Where Securities of a Series are presented to the Registrar or a co-registrar
with a request to register a transfer or to exchange them for an equal principal
amount of Securities of the same Series, the Registrar shall register the
transfer or make the exchange if the requirements for such transactions set
forth in this Indenture are met. To permit registrations of transfers and
exchanges, the Trustee shall authenticate Securities at the Registrar’s request
upon the Trustee’s receipt of a Company Order from the Issuer. No service charge
shall be made for any registration of transfer or exchange (except as otherwise
expressly permitted herein), but the Issuer may require payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in
connection therewith (other than any such transfer tax or similar governmental
charge payable upon exchanges pursuant to Sections 2.11, 3.6 or 9.6).


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

      
Section 2.8. Mutilated, Destroyed, Lost and Stolen Securities. 

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

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

11 







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

             
Upon the issuance of any new Security under this Section 2.8, the Issuer may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith. 

             
Every new Security of any Series issued pursuant to this Section 2.8 in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Issuer whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that Series duly issued hereunder. 

             
The provisions of this Section 2.8 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities. 

      
Section 2.9. Outstanding Securities. 

             
The Securities outstanding at any time are all the Securities authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest on a Security, if applicable,
effected by the Trustee in accordance with the provisions hereof and those
described in this Section 2.9 as not outstanding. 

             
If a Security is replaced pursuant to Section 2.8, it ceases to be outstanding
until the Trustee receives proof satisfactory to it that the replaced Security
is held by a protected purchaser. 

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

             
The Issuer may purchase or otherwise acquire the Securities, whether by open
market purchases, negotiated transactions or otherwise. A Security does not
cease to be outstanding because the Issuer or an Affiliate of the Issuer holds
the Security. 

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

12 







      
Section 2.10. Treasury Securities. 

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

      
Section 2.11. Temporary Securities. 

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

      
Section 2.12. Cancellation. 

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

      
Section 2.13. Global Securities. 

             
2.13.1. Transfer and Exchange. Notwithstanding
any provisions to the contrary contained in Section 2.7 of this Indenture and in
addition thereto, any Global Security shall be exchangeable pursuant to Section
2.7 of this Indenture for Securities registered in the names of Holders other
than the Depositary for such Security or its nominee only if (i) such Depositary
notifies the Issuer that it is unwilling or unable to continue as Depositary for
such Global Security or if at any time such Depositary ceases to be a clearing
agency registered under the Exchange Act, and, in either case, the Issuer fails
to appoint a successor Depositary registered as a clearing agency under the
Exchange Act within 90 days of such event or (ii) the Issuer executes and
delivers to the Trustee an Officer’s Certificate to the effect that such Global
Security shall be so exchangeable. Any Global Security that is exchangeable
pursuant to the preceding sentence shall be exchangeable for Securities
registered in such names as the Depositary shall direct in writing in an
aggregate principal amount equal to the principal amount of the Global Security
with like tenor and terms. 

             
Except as provided in this Section 2.13.1, a Global Security may not be
transferred except as a whole by the Depositary with respect to such Global
Security to a nominee of such Depositary, by a nominee
of such Depositary to such Depositary or another nominee of such Depositary or
by the Depositary or any such nominee to a successor Depositary or a nominee of
such a successor Depositary. 

13 







             
Neither the Trustee nor any Agent shall have any obligation or duty to monitor,
determine or inquire as to compliance with any tax or securities laws with
respect to any restrictions on transfer imposed under this Indenture or under
applicable law (including any transfers between or among Depositary
participants, members or beneficial owners in any Global Security) other than to
require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by, the terms
of this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof. 

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

             
“THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY,
BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.” 

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

             
2.13.4. Payments. Notwithstanding the other
provisions of this Indenture, unless otherwise specified as contemplated by
Section 2.2, payment of the principal of and interest, if any, on any Global
Security shall be made to the Holder thereof, which in the case of a Depositary
therefore will be made in accordance with its applicable procedures. 

             
2.13.5. Holders. The Issuer, the Trustee and
each Agent shall treat the Person in whose name any Security is registered in
the register maintained by the Registrar as the Holder for all purposes
including for purposes of obtaining any consents, declarations, waivers or
directions permitted or required to be given by the Holders pursuant to this
Indenture. 

14 







             
2.13.6.No
Obligation of the Trustee. Neither the
Trustee nor any Agent shall have any responsibility or obligation to any
beneficial owner of an interest in a Global Security, a member of, or a
participant in, the Depositary or other Person with respect to the accuracy of
the records of the Depositary or its nominee or of any participant or member
thereof, with respect to any ownership interest in the Securities or with
respect to the delivery to any participant, member, beneficial owner or other
Person (other than the Depositary) of any notice (including any notice of
redemption) or the payment of any amount or delivery of any Securities (or other
security or property) under or with respect to such Securities. All notices and
communications to be given to the Holders and all payments to be made to Holders
with respect to the Securities shall be given or made only to or upon the order
of the registered Holders (which shall be the Depositary or its nominee in the
case of a Global Security). The rights of beneficial owners in any Global
Security shall be exercised only through the Depositary subject to the
applicable rules and procedures of the Depositary. The Trustee and each Agent
may rely and shall be fully protected in relying upon information furnished by
the Depositary with respect to its members, participants and any beneficial
owners. 

      
Section 2.14. CUSIP Numbers. 

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

ARTICLE III. 
REDEMPTION 

      
Section 3.1. Notice to Trustee; No Liability for Calculations. 

             
The Issuer may, with respect to any Series of Securities, reserve the right to
redeem and pay such Series of Securities or may covenant to redeem and pay such
Series of Securities or any part thereof prior to the Stated Maturity thereof at
such time and on such terms as provided for in Sections 3.2 and 3.3 hereof or,
as applicable, in the Board Resolution, Officer’s Certificate or supplemental
indenture relating to such Series. If a Series of Securities is redeemable and
the Issuer wants or is obligated to redeem prior to the Stated Maturity thereof
all or part of the Series of Securities pursuant to the terms of such
Securities, it shall notify the Trustee in writing of the redemption date and
the principal amount of Series of Securities to be redeemed at least 40 days
before a redemption date (or such shorter notice as may be acceptable to the
Trustee). The Trustee shall have no liability with respect to or obligation to
calculate the redemption price of any Securities to be redeemed pursuant to this
Indenture.

      
Section 3.2. Selection of Securities to be Redeemed. 

             
Unless otherwise indicated for a particular Series by a Board Resolution,
Officer’s Certificate or a supplemental indenture, if less than all of the
Securities of a Series are to be redeemed at any time, the Trustee will select
the Securities of a Series to be redeemed on a pro rata basis (or, in the case of
Securities issued in global form based on a method that most nearly approximates
a pro rata
selection as the Trustee deems fair and appropriate) unless otherwise required by law or applicable stock exchange or Depositary
requirements. The Trustee will not be liable for selections made by it as
contemplated in this section.

15 







             
No Securities of a Series in principal amount of $1,000 or less can be redeemed
in part. 

             
Notices of purchase or redemption will be given to each Holder pursuant to
Section 3.3 and Section 10.1.

      
Section 3.3. Notice of Redemption. 

             
Unless otherwise indicated for a particular Series by Board Resolution,
Officer’s Certificate or supplemental indenture, at least 10 days but not more
than 60 days before a redemption date, the Issuer will deliver a notice of
redemption to each Holder whose Securities are to be redeemed in accordance with
Section 10.1, except that redemption notices may be given more than 60 days
prior to a redemption date if the notice is issued in connection with a
defeasance of the Securities or a satisfaction and discharge of this Indenture
pursuant to Article VIII hereof.

             
The notice shall identify the Securities to be redeemed and corresponding CUSIP,
ISIN or Common Code numbers, as applicable, and will state: 

       (a)
the redemption date; 

       (b)
the redemption price and the amount of accrued
interest, if any, to be paid; 

       (c)
if any Global Security is being redeemed in part,
the portion of the principal amount of such Global Security to be redeemed and
that, after the redemption date upon surrender of such Global Security, the
principal amount thereof will be decreased by the portion thereof redeemed
pursuant thereto; 

       (d)
if any Certificated Security is being redeemed in
part, the portion of the principal amount of such Security to be redeemed, and
that, after the redemption date, upon surrender of such Security, a new
Certificated Security or Certificated Securities in principal amount equal to
the unredeemed portion thereof will be issued in the name of the Holder thereof
upon cancellation of the original Certificated Security; 

       (e)
the name and address of the Paying Agent(s) to
which the Securities are to be surrendered for redemption;

       (f)
that Securities called for redemption must be
surrendered to the relevant Paying Agent to collect the redemption price, plus
accrued and unpaid interest, if any; 

       (g)
that, unless the Issuer defaults in making such
redemption payment, interest on Securities called for redemption cease to accrue
on and after the redemption date; 

16 







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

       (i)
the paragraph of the Securities and/or Section of
this Indenture pursuant to which the Securities called for redemption are being
redeemed; and 

       (j)
that no representation is made as to the
correctness or accuracy of the CUSIP, ISIN or Common Code numbers, if any,
listed in such notice or printed on the Securities. 

             
At the Issuer’s written request, the Trustee shall give the notice of redemption
in the Issuer’s name and at its expense; provided, however, that the Issuer has delivered
to the Trustee, at least 40 days prior to the redemption date (or such shorter
period of time as the Trustee may permit), an Officer’s Certificate requesting
that the Trustee give such notice and setting forth the information to be stated
in such notice as provided in the preceding paragraph. 

      
Section 3.4. Effect of Notice of Redemption.


             
Once notice of redemption is mailed or published as provided in Section 3.3,
Securities of a Series called for redemption become due and payable on the
redemption date and at the redemption price. Unless otherwise indicated for a
particular Series by Board Resolution, Officer’s Certificate or supplemental
indenture, a notice of redemption may not be conditional. Upon surrender to the
Paying Agent, such Securities shall be paid at the redemption price plus accrued
interest to the redemption date. 

             
On or after any purchase or redemption date, unless the Issuer defaults in
payment of the purchase or redemption price, interest shall cease to accrue on
Securities or portions thereof tendered for purchase or called for
redemption.

      
Section 3.5. Deposit of Redemption Price.


             
On or before 10:00 a.m., New York City time, on the redemption date, the Issuer
shall deposit with the Paying Agent money in immediately available funds
sufficient to pay the redemption price of and accrued interest, if any, on all
Securities to be redeemed on that date. 

      
Section 3.6. Securities Redeemed in Part.


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

             
In relation to Certificated Securities, a new Security in principal amount equal
to the unpurchased or unredeemed portion of any Security purchased or redeemed
in part will be issued in the name of the Holder thereof upon cancellation of
the original Certificated Security. 

17 







      
Section 3.7. Sinking Fund. 

             
Unless otherwise indicated for a particular Series by Board Resolution,
Officer’s Certificate or supplemental indenture, the provisions of Sections 3.7,
3.8 and 3.9 shall be applicable to any sinking fund for the retirement of
Securities of a Series.

             
The minimum amount of any sinking fund payment provided for by the terms of
Securities of any Series is referred to as a “mandatory sinking fund payment”,
and any payment in excess of such minimum amount provided for by the terms of
Securities of any Series is referred to as an “optional sinking fund payment.”
If provided for by the terms of Securities of any Series, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 3.8.
Each sinking fund payment shall be applied to the redemption of Securities of
any Series as provided for by the terms of Securities of such Series.


      
Section 3.8. Satisfaction of Sinking Fund Payments with Securities.

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

      
Section 3.9. Redemption of Securities for Sinking Fund. 

             
Not less than 10 days prior to each sinking fund payment date for any Series of
Securities, the Issuer will deliver to the Trustee an Officer’s Certificate
specifying the amount of the next ensuing sinking fund payment for that Series
pursuant to the terms of the Series, the portion thereof, if any, that is to be
satisfied by payment of cash in the currency in which the Securities of such
Series are denominated (except as provided pursuant to Section 2.2), the portion
thereof, if any, that is to be satisfied by delivering and crediting Securities
of that Series pursuant to Section 3.8 and the basis for such credit. Together
with such Officer’s Certificate, the Issuer will deliver to the Trustee any
Securities to be so delivered. Not less than 10 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 3.2 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Issuer in the manner provided in Section 3.3.

18 







ARTICLE IV. 
COVENANTS 

      
Section 4.1. Payment of Principal, Premium and Interest. 

             
The Issuer covenants and agrees for the benefit of the Holders of each Series of
Securities that it will duly and punctually pay the principal of, premium, if
any, and interest, on the Securities of that Series in accordance with the terms
of such Securities and this Indenture. Unless otherwise provided by Board
Resolution, Officer’s Certificate or supplemental indenture for a particular
Series, on or before 10:00 a.m., New York City time, on the applicable payment
date, the Issuer shall deposit with the Paying Agent money sufficient to pay the
principal of, premium, if any, and interest on the Securities of each such
Series in accordance with the terms of such Securities and this Indenture.


      
Section 4.2. Compliance Certificate. 

             
The Issuer shall deliver to the Trustee, within 120 days after the end of the
fiscal year of the Issuer (which as of the date of this Indenture is December
31, or if the fiscal year with respect to the Issuer, is changed, such other
fiscal year end date as the Issuer, shall notify to the Trustee in writing), an
Officer’s Certificate stating that a review of the activities of the Issuer and
the Subsidiaries of the Issuer during the preceding fiscal year has been made
under the supervision of the signing Officer with a view to determining whether
the Issuer has kept, observed, performed and fulfilled its obligations under
this Indenture, and further stating, as to each such Officer signing such
certificate, that to his/her knowledge the Issuer is not in default in the
performance or observance of any of the terms, provisions and conditions hereof
(or, if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default of which he may have knowledge). Such Officer’s
Certificate need not include a reference to any non-compliance that has been
fully cured prior to the date as of which such certificate speaks. 

             
The Issuer will, so long as any of the Securities are outstanding, deliver to
the Trustee, within 30 days upon becoming aware of any Default or Event of
Default, an Officer’s Certificate specifying such Default or Event of Default
and what action the Issuer is taking or proposes to take with respect thereto.


      
Section 4.3. Stay, Extension and Usury Laws.


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

19 







      
Section 4.4. Corporate Existence.

             
Subject to Article V, the Issuer will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence
and rights (charter and statutory); provided, however, that the Issuer shall not be
required to preserve any such right if its Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of its
business and its Subsidiaries taken as a whole and that the loss thereof is not
adverse in any material respect to the Holders of the Securities. 

      
Section 4.5. Reports. 

       (a)
So long as any Securities are outstanding, the
Issuer shall file with the Trustee, within 15 days after the Issuer files with
the SEC, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the SEC may
from time to time by rules and regulations prescribe) that the Issuer may be
required to file with the SEC pursuant to Section 13 or Section 15(d) of the
Exchange Act. The Issuer shall be deemed to have complied with the previous
sentence to the extent that such information, documents and reports are filed
with the SEC via EDGAR (or any successor electronic delivery
procedure). 

       (b)
Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Issuer’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officer’s Certificates). 

ARTICLE V. 
SUCCESSORS 

      
Section 5.1. Consolidation, Merger and Sale of Assets. 

             
The Issuer may not, directly or indirectly: (x) consolidate or merge with or
into or wind up into another Person (whether or not the Issuer is the surviving
Person); or (y) sell, assign, transfer, convey or otherwise dispose of all or
substantially all of its properties or assets, in one or more related
transactions, to another Person; unless: 

       (a)
either: (i) the Issuer is the surviving Person;
or (ii) the Person formed by or surviving any such consolidation or merger (if
other than the Issuer) or to which such sale, assignment, transfer, conveyance
or other disposition has been made is a corporation, limited liability company
or limited partnership organized or existing under the laws of the jurisdiction
of organization of the Issuer or the United States, any state of the United
States, the District of Columbia or any territory thereof (the Issuer or such
Person, as the case may be, hereinafter referred to as the “Successor Company”); 

       (b)
the Successor Company (if other than the Issuer)
expressly assumes all the obligations of the Issuer under the Securities and the
Indenture; 

20 







       (c)
immediately after such transaction no Default or
Event of Default exists;

       (d)
the Issuer shall have delivered to the Trustee an
Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such amendment or supplement (if any)
comply with the Indenture. 

       The Successor Company shall succeed to, and be substituted for, the Issuer under
this Indenture and the Securities.

ARTICLE VI. 
DEFAULTS AND REMEDIES


      
Section 6.1. Events of Default. 

            
The following are “Events of
Default” with respect to the Securities of
any Series, unless in the establishing Board Resolution, Officer’s Certificate
or supplemental indenture, it is provided that such Series shall not have the
benefit of said Event of Default: 

       (a)
the Issuer defaults in payment when due and
payable, upon redemption, acceleration or otherwise, of principal of, or
premium, if any, on the Notes; 

       (b)
the Issuer defaults in the payment when due of
interest on or with respect to the Notes and such default continues for a period
of 30 days; 

       (c)
the Issuer defaults in the performance of, or
breaches any covenant, warranty or other agreement contained in this Indenture
(other than a default in the performance or breach of a covenant, warranty or
agreement which is specifically dealt with in clauses (a) or (b) above) and such
default or breach continues for a period of 90 days after the notice specified
below; 

       (d)
the Issuer pursuant to or within the meaning of
any Bankruptcy Law: 

       (1)
commences a voluntary case, 

       (2)
consents to the entry of an order for relief
against it in an involuntary case, 

       (3)
consents to the appointment of a Custodian of it
or for all or substantially all of its property, 

       (4)
makes a general assignment for the benefit of its
creditors, or 

       (5)
generally is unable to pay its debts as the same
become due; or 


21 








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

     (1)
is for relief against the Issuer in an
involuntary case, 




     (2)
appoints a Custodian of the Issuer for all or
substantially all of its property, or 

     (3)
orders the liquidation of the
Issuer,


and the order or decree remains
unstayed and in effect for 60 days; or 

     (f)
any other Event of Default provided in the
supplemental indenture or Board Resolution under which such Series of Securities
is issued or in the form of Security for such Series. 


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


          A
Default under one Series of Securities issued under this Indenture will not
necessarily be a default under another Series of Securities under this
Indenture. 

     Section 6.2. Acceleration of Maturity; Rescission
and Annulment. 

          If an
Event of Default for a Series of Securities occurs and is continuing (other than
an Event of Default referred to in Section 6.1(d) or (e)), the Trustee or the
Holders of at least 25% in principal amount of such Series of Securities may
declare the unpaid principal of all such Securities to be due and payable by
notice in writing to the Issuer and the Trustee specifying the respective Event
of Default and that it is a “notice of acceleration” (the “Acceleration
Notice”), and the same shall become immediately due and payable. If an Event of
Default referred to in Section 6.1(d) or (e) occurs, the principal amount plus
accrued and unpaid interest on such Series of Securities will become immediately
due and payable without any action on the part of the Trustee or any
Holder.

          At any
time after such a declaration of acceleration with respect to any Series has
been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article VI provided, the Holders
of a majority in principal amount of the outstanding Securities of that Series,
by written notice to the Issuer and the Trustee, may rescind and annul such
declaration and its consequences if all Events of Default with respect to
Securities of that Series, other than the non-payment of the principal and
interest, if any, of Securities of that Series which have become due solely by
such declaration of acceleration, have been cured or waived as provided in
Section 6.13. 

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

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

          The
Issuer covenants that if 

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

22








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

     (c)
default is made in the deposit of any sinking
fund payment when and as due by the terms of a Security, 


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


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

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

     Section 6.4. Trustee May File Proofs of
Claim. 

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


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


     (b)
to collect and receive any moneys or other
property payable or deliverable on any such claims and to distribute the same,



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.6.

23







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

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

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

     Section 6.6. Application of Money
Collected. 

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

          First:
To the payment of all amounts due the Trustee under Section 7.6;

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

          Third:
To the Issuer. 

     Section 6.7. Limitation on Suits. 

          A
Holder of Securities of any Series may pursue any remedy under this Indenture
applicable to such Securities only if: 


     (a)
the Holder gives the Trustee written notice of a
continuing Event of Default for such Series of Securities; 


24 








     (b)
the Holders of at least 25% in principal amount
of such outstanding Series of Securities make a written request to the Trustee
to pursue the remedy; 

     (c)
the Holders furnish to the Trustee indemnity
reasonably satisfactory to the Trustee against the costs, expenses and
liabilities which might be incurred by it in compliance with such request;


     (d)
the Trustee fails to act for a period of 60 days
after receipt of notice and furnishing of indemnity; and 

     (e)
during that 60-day period, the Holders of a
majority in principal amount of such Securities do not give the Trustee a
direction inconsistent with the request. 


          This
provision does not, however, affect the right of a Holder of Securities to sue
for enforcement of any overdue payment with respect to such Securities.


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

          Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
of and interest, if any, on such Security on the Stated Maturity or Stated
Maturities expressed in such Security (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 6.9. Restoration of Rights and
Remedies. 

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

     Section 6.10. Rights and Remedies
Cumulative. 

          Except
as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in Section 2.8, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not, to the extent permitted by law, prevent the concurrent
assertion or employment of any other appropriate right or remedy. 

25 







     Section 6.11. Delay or Omission Not
Waiver. 

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

     Section 6.12. Control by Holders. 

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


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

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


     (c)
the Trustee shall have the right to decline to
follow any such direction if the Trustee in good faith shall, by a Responsible
Officer of the Trustee, determine that the proceeding so directed would involve
the Trustee in personal liability or that it will not be adequately indemnified
against the costs, expenses and liabilities which might be incurred by it in
complying with such direction. 


     Section 6.13. Waiver of Past
Defaults. 

          The
Holders of not less than a majority in principal amount of the outstanding
Securities of any Series may on behalf of the Holders of all the Securities of
such Series waive an existing Default or Event of Default hereunder with respect
to such Series and its consequences, except a Default in the payment of the
principal of or interest on any Security of such Series (provided, however, that the Holders
of a majority in principal amount of the outstanding Securities of any Series
may rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration). Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereon. 

     Section 6.14. Undertaking for Costs. 

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

26 







ARTICLE VII.
TRUSTEE

     Section 7.1. Duties of Trustee. 


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

     (b)
Except during the continuance of an Event of
Default with respect to the Securities of any Series: 

		(1)		
      the Trustee need perform only
      those duties that are specifically set forth in this Indenture and no
      others, and no implied covenants or obligations shall be read into this
      Indenture against the Trustee; and

	          		  	
		(2)		
      in the absence of bad faith on
      its part, the Trustee may conclusively rely, as to the truth of the
      statements and the correctness of the opinions expressed therein, upon
      certificates or opinions furnished to the Trustee and conforming to the
      requirements of this Indenture. However, the Trustee shall examine such
      certificates and opinions to determine whether, on their face, they appear
      to conform to the requirements of this
Indenture.



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

		(1)		
      this paragraph does not limit the
      effect of paragraph (b) of this Section 7.1; and

	          		  	
		(2)		
      the Trustee shall not be liable
      for any error of judgment made in good faith by a Responsible Officer,
      unless it is proved that the Trustee was grossly negligent in ascertaining
      the pertinent facts.




27 








     (d)
Whether or not therein expressly so provided,
every provision of this Indenture that in any way relates to the Trustee is
subject to the provisions of this Article VII. 

     (e)
No provision of this Indenture shall require the
Trustee to expend or risk its own funds or incur any liability. The Trustee may
refuse to perform any duty or exercise any right or power unless it receives
indemnity reasonably satisfactory to it against any loss, liability or expense.


     (f)
The Trustee shall not be liable for interest on
or investment of any money received by it except as the Trustee may agree in
writing with the Issuer. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law. All money
received by the Trustee shall, until applied as herein provided, be held in
trust for the payment of the principal of and premium (if any) and interest on
the Securities. 


     Section 7.2. Rights of Trustee. 


     (a)
The Trustee may conclusively rely and shall be
fully protected in acting or refraining from acting, upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, note, debenture or other paper or document believed by it to be
genuine and to have been signed or presented by the proper Person. The Trustee
need not investigate any fact or matter stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, security or other paper or document. 

     (b)
Before the Trustee acts or refrains from acting,
it may require instruction, an Officer’s Certificate or an Opinion of Counsel or
both to be provided by the Issuer. The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such instruction,
Officer’s Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection with respect to any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon. 

     (c)
The Trustee may act through agents, attorneys,
custodians or nominees and shall not be responsible for the misconduct or
negligence of any agent, attorney, custodian or nominee appointed with due care.


     (d)
The Trustee shall not be liable for any action it
takes or omits to take in good faith which it believes to be authorized or
within its rights or powers conferred upon it by this Indenture or with respect
to any action it takes or omits to take in good faith in accordance with a
direction received by it from the Holders of a majority in aggregate principal
amount of the relevant Series of Securities. 

     (e)
Unless otherwise specifically provided in this
Indenture, any demand, request, direction or notice from the Issuer shall be
sufficient if signed by an Officer of the Issuer. 


28 








     (f)
Anything in this Indenture to the contrary
notwithstanding, in no event shall the Trustee be liable under or in connection
with this Indenture for indirect, special, incidental, punitive or consequential
losses or damages of any kind whatsoever, including but not limited to lost
profits, whether or not foreseeable, even if the Trustee has been advised of the
possibility thereof and regardless of the form of action in which such damages
are sought. 

     (g)
The Trustee shall be under no obligation to
exercise any of the trusts or powers vested in it by this Indenture at the
request, order or direction of any of the Holders of Securities pursuant to the
provisions of this Indenture, unless such Holders of Securities shall have
offered to the Trustee, security or indemnity reasonably satisfactory to the
Trustee against the costs, expenses and liabilities which might be incurred
therein or thereby. 

     (h)
The Trustee shall not be deemed to have notice of
any Event of Default with respect to the Securities unless a Responsible Officer
of the Trustee has actual knowledge thereof or unless written notice of any
event which is in fact such a default is received by a Responsible Officer at
the Corporate Trust Office of the Trustee, and such notice references the
Securities and this Indenture. 

     (i)
The Trustee may at any time request, and the
Issuer shall deliver an Officer’s Certificate setting forth the specimen
signatures and the names of individuals and/or titles of Officers authorized at
such time to take specified actions pursuant to this Indenture, which Officer’s
Certificate may be signed by any Person authorized to sign an Officer’s
Certificate, including any Person specified as so authorized in any such
certificate previously delivered and not superseded. 

     (j)
Notwithstanding any provision herein to the
contrary, in no event shall the Trustee be liable for any failure or delay in
the performance of its obligations under this Indenture because of circumstances
beyond its control, including, but not limited to, acts of God, flood, war
(whether declared or undeclared), terrorism, fire, riot, strikes or work
stoppages for any reason, embargo, government action, including any laws,
ordinances, regulations or the like which restrict or prohibit the providing of
the services contemplated by this Indenture, inability to obtain material,
equipment, or communications or computer facilities, or the failure of equipment
or interruption of communications or computer facilities, and other causes
beyond its control whether or not of the same class or kind as specifically
named above. 

     (k)
The rights, privileges, protections, immunities
and benefits given to the Trustee, including its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, each Agent, and each other agent, custodian and other Person employed
to act hereunder.


     Section 7.3. May Hold Securities. 

          The
Trustee in its individual or any other capacity may become the owner or pledgee
of Securities and may otherwise deal with the Issuer or any of its Affiliates
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights and duties. However, the Trustee is subject to Sections
7.9 and 7.10.

29 







     Section 7.4. Trustee’s Disclaimer. 

          The
Trustee makes no representation as to the validity, sufficiency or adequacy of
any offering materials, this Indenture or the Securities, it shall not be
accountable for the Issuer’s use of the proceeds from the Securities or any
money paid to the Issuer or upon the Issuer’s direction under any provision
hereof, it shall not be responsible for any statement or recital herein or any
statement in any offering materials or the Securities other than its certificate
of authentication. 

     Section 7.5. Notice of Defaults. 

          If a
Default or Event of Default with respect to the Securities of any Series occurs
and is continuing and it is actually known to the Trustee, the Trustee shall
mail to Holders of Securities of such Series a notice of the Default or Event of
Default within 90 days after it occurs. Except in the case of a Default or Event
of Default in payment of principal of and premium (if any) and interest on any
sinking fund installment with respect to the Securities of such Series, the
Trustee may withhold the notice if and so long as a Responsible Officer in good
faith determines that withholding the notice is in the interests of Holders of
Securities of such Series to do so. 

     Section 7.6. Compensation and
Indemnity. 

          The
Issuer agrees to pay to the Trustee for its acceptance of this Indenture and
services hereunder such compensation as the Issuer and the Trustee shall from
time to time agree in writing. The Trustee’s compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Issuer agrees
to reimburse the Trustee upon request for all reasonable disbursements, advances
and expenses incurred by it. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee’s agents and
counsel.

          The
Issuer shall indemnify the Trustee from, and hold it harmless against any
damage, cost, claim, loss, liability or expense (including the reasonable fees
and expenses of the Trustee’s agents and counsel) incurred by it arising out of
or in connection with its acceptance and administration of the trusts set forth
under this Indenture, the performance of its obligations and/or the exercise of
its rights hereunder, including the reasonable costs and expenses of defending
itself against any claim, except as set forth in the next following paragraph.
The Trustee shall notify the Issuer promptly of any claim for which it may seek
indemnity. The Issuer shall defend the claim, with counsel reasonably acceptable
to the Trustee, and the Trustee shall cooperate in the defense, unless, the
Trustee, in its reasonable discretion, determines that any actual or potential
conflict of interest may exist, in which case the Trustee may have separate
counsel, reasonably acceptable to the Issuer and the Issuer shall pay the
reasonable fees and expenses of such counsel. The Issuer need not pay for any
settlement made without its consent.

          The
Issuer shall not be obligated to reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through the Trustee’s own gross
negligence or bad faith.

30 







          To
secure the payment obligations of the Issuer in this Section 7.6, the Trustee
shall have a lien prior to the Securities on all money or property held or
collected by the Trustee, except that held in trust to pay principal of and
premium (if any) and interest on Securities of any Series. Such lien and the
obligations of the Issuer under this Section 7.6 shall survive the satisfaction
and discharge of this Indenture, the payment of the Securities and/or the
resignation or removal of the Trustee. 

          When
the Trustee incurs expenses or renders services in connection with an Event of
Default, the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or State bankruptcy,
insolvency or other similar law. 

     Section 7.7. Replacement of
Trustee. 

          A
resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section 7.7. 

          The
Trustee may resign and be discharged at any time with respect to the Securities
of one or more Series by so notifying the Issuer. The Holders of a majority in
principal amount of the then outstanding Securities of any Series may remove the
Trustee with respect to the Securities of such Series by so notifying the
Trustee and the Issuer. The Issuer may remove the Trustee for any or all Series
of the Securities if: 


     (a)
the Trustee fails to comply with Section 7.9;


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

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

     (d)
the Trustee becomes incapable of acting.



          If the
Trustee resigns or is removed or if a vacancy exists in the office of Trustee
for any reason, with respect to the Securities of one or more Series, the Issuer
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). Within one year after the successor Trustee with respect to the
Securities of any Series takes office, the Holders of a majority in principal
amount of the Securities of such Series then outstanding may appoint a successor
Trustee to replace the successor Trustee appointed by the Issuer. 

          If a
successor Trustee with respect to the Securities of any Series does not take
office within 30 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Issuer or the Holders of at least 10% in principal amount
of the then outstanding Securities of such Series may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such Series. 

31 







          If the
Trustee with respect to the Securities of a Series fails to comply with Section
7.9, any Holder of Securities of such Series may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee with respect to the Securities of such Series. 

          In
case of the appointment of a successor Trustee with respect to all Securities,
each such successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuer. Thereupon the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the retiring Trustee
under this Indenture. The successor Trustee shall give a notice of its
succession to Holders in accordance with Section 10.1. The retiring Trustee
shall promptly transfer all property held by it as Trustee to the successor
Trustee, subject to the lien provided for in Section 7.6. 

          In
case of the appointment of a successor Trustee with respect to the Securities of
one or more Series, the Issuer, 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 in which each successor Trustee shall accept
such appointment and that (1) shall confer to each successor Trustee all the
rights, powers and duties of the retiring Trustee with respect to the Securities
of that or those Series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall confirm that all the rights, powers and duties of the retiring
Trustee with respect to the Securities of that or those Series as to which the
retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee and (3) shall add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee. Nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust, and 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. 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 shall have all the
rights, powers 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. On request of the Issuer, or any successor Trustee, such retiring
Trustee shall transfer to such successor Trustee all property held by such
retiring Trustee as Trustee with respect to the Securities of that or those
Series to which the appointment of such successor Trustee relates. Such retiring
Trustee shall, however, have the right to deduct its unpaid fees and expenses,
including attorneys’ fees. 

          Notwithstanding
replacement of the Trustee or Trustees pursuant to this Section 7.7, the
obligations of the Issuer under Section 7.6 shall continue for the benefit of
the retiring Trustee or Trustees. 

     Section 7.8. Successor Trustee by Merger,
etc. 

          Subject
to Section 7.9, if the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business (including
this transaction) to, another corporation, the successor corporation without any
further act shall be the successor Trustee.

32







          In
case any Securities shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated; and in case at that time any of the Securities
shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name
of the successor to the Trustee; and in all such cases such certificates shall
have the full force which it is anywhere in the Securities or in this Indenture
provided that the certificate of the Trustee shall have. 

     Section 7.9. Eligibility;
Disqualification. 

          There
shall at all times be a Trustee hereunder which shall be a corporation organized
and doing business under the laws of the United States, any State thereof or the
District of Columbia and authorized under such laws to exercise corporate trust
power, shall be subject to supervision or examination by Federal or State (or
the District of Columbia) authority and shall have, or be a subsidiary of a bank
or bank holding company having, a combined capital and surplus of at least $50
million as set forth in its most recent published annual report of condition.


     Section 7.10. Preferential Collection of Claims
Against Issuer. 

          The
Trustee is subject to and shall comply with the provisions of the Trust
Indenture Act of 1939, as amended (the “TIA”) § 311(a), as if such section
applied hereto, excluding any creditor relationship listed in TIA § 311(b). A
Trustee who has resigned or been removed shall be subject to TIA § 311(a), as if
such section applied hereto, to the extent indicated therein. 

ARTICLE VIII.
DISCHARGE OF
INDENTURE

     Section 8.1. Termination of Issuer’s
Obligations. 

     (a)
This Indenture shall cease to be of further
effect with respect to the Securities of a Series (except that all obligations
of the Issuer under Section 7.6, the Trustee’s and Paying Agent’s obligations
under Section 8.3 and the rights, powers, protections and privileges accorded
the Trustee under Article VII shall survive), and the Trustee, on written demand
of the Issuer shall execute instruments acknowledging the satisfaction and
discharge of this Indenture with respect to the Securities of such Series, when:


     (1) either 


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


33 








(B) all outstanding Securities of such
Series 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) 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
Issuer, 


and, in the
case of clause (i), (ii) or (iii) above, the Issuer has irrevocably deposited or
caused to be deposited with the Trustee as funds (immediately available to the
Holders in the case of clause (i)) in trust for such purpose (x) cash in an
amount, or (y) Government Obligations, maturing as to principal and interest at
such times and in such amounts as will ensure the availability of cash in an
amount or (z) a combination thereof which will be sufficient, in the opinion (in
the case of (y) or (z)) of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge the entire indebtedness on the Securities of such
Series for principal and interest to the date of such deposit (in the case of
Securities which have become due and payable) or for principal, premium, if any,
and interest to the Stated Maturity or redemption date, as the case may be; or


(C) the
Issuer has properly fulfilled such other means of satisfaction and discharge
applicable to the Securities of such Series;

     (2)
the Issuer has paid or caused to be paid all
other sums payable by it hereunder with respect to the Securities of such
Series; and 

     (3)
the Issuer has delivered to the Trustee an
Officer’s Certificate stating that all conditions precedent to satisfaction and
discharge of this Indenture with respect to the Securities of such Series have
been complied with, together with an Opinion of Counsel to the same
effect.

     (b)
Unless this Section 8.1(b) is specified as not
being applicable to Securities of a Series as contemplated by Section 2.2, the
Issuer may terminate certain of its obligations under this Indenture
(“covenant defeasance”) with respect to the Securities of a Series if: 

     (1)
either the Issuer has irrevocably deposited or
caused to be irrevocably deposited with the Trustee 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 Securities of such
Series, (i) money, or (ii) Government Obligations with respect to such Series,
maturing as to principal and interest at such times and in such amounts as will
ensure the availability of money in the currency in which payment of the
Securities of such Series is to be made in an amount or (iii) a combination
thereof, that is sufficient, in the opinion (in the case of (ii) and (iii)) of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay the principal of
and premium (if any) and interest on all Securities of such Series on each date
that such principal, premium (if any) or interest is due and payable and (at the
Stated Maturity thereof or upon redemption as provided in Section 8.1(e)) to pay
all other sums payable by it hereunder; provided that the Trustee shall have
been irrevocably instructed to apply such money and/or the proceeds of such
Government Obligations to the payment of said principal, premium (if any) and
interest with respect to the Securities of such Series as the same shall become
due;

34 







     (2)
the Issuer has delivered to the Trustee an
Officer’s Certificate stating that all conditions precedent to satisfaction and
discharge of this Indenture with respect to the Securities of such Series have
been complied with, and an Opinion of Counsel to the same effect;

     (3)
no Default or Event of Default with respect to
the Securities of such Series shall have occurred and be continuing on the date
of such deposit (other than a Default or Event of Default resulting from the
borrowing of funds to be applied to such deposit and the grant of any lien
securing such borrowings); 

     (4)
the Issuer shall have delivered to the Trustee an
Opinion of Counsel from a nationally recognized counsel acceptable to the
Trustee or a tax ruling to the effect that the Holders will not recognize
income, gain or loss for Federal income tax purposes as a result of the Issuer’s
exercise of its option under this Section 8.1(b) and will be subject to Federal
income tax on the same amount and in the same manner and at the same times as
would have been the case if such option had not been exercised; and 

     (5)
the Issuer has complied with any additional
conditions specified pursuant to Section 2.2 to be applicable to the discharge
of Securities of such Series pursuant to this Section 8.1. 

          In
such event, this Indenture shall cease to be of further effect (except as set
forth in this paragraph), and the Trustee, on written demand of the Issuer,
shall execute instruments acknowledging satisfaction and discharge under this
Indenture. However, the Issuer’s obligations in Sections 2.4, 2.5, 2.6, 2.7,
2.8, 2.9, 7.6, 7.7 and this Article VIII, the Trustee’s and Paying Agent’s
obligations in Section 8.3 and the rights, powers, protections and privileges
accorded the Trustee under Article VII shall survive until all Securities of
such Series are no longer outstanding. Thereafter, only the obligations of the
Issuer in Section 7.6 and the Trustee’s and Paying Agent’s obligations in
Section 8.3 shall survive with respect to Securities of such Series. 

          In
order to have money available on a payment date to pay principal of or premium
(if any) or interest on the Securities, the Government Obligations shall be
payable as to principal or interest on or before such payment date in such
amounts as will provide the necessary money. Government Obligations shall not be
callable at the Issuer’s option. 

35







     (c)
If the Issuer has previously complied or is
concurrently complying with the conditions set forth in Section 8.1(b) (other
than any additional conditions specified pursuant to Section 2.2 that are
expressly applicable only to covenant defeasance) with respect to Securities of
a Series, then unless this Section 8.1(c) is specified as not being applicable
to Securities of such Series as contemplated by Section 2.2, the Issuer may
elect to be discharged (“legal
defeasance”) from its obligations to make
payments with respect to Securities of such Series, if: 

     (1)
unless otherwise specified with respect to
Securities of such Series as contemplated by Section 2.2, the Issuer has
delivered to the Trustee an Opinion of Counsel from a nationally recognized
counsel acceptable to the Trustee to the effect referred to in Section 8.1(b)(4)
with respect to such legal defeasance, which opinion is based on (i) a private
ruling of the Internal Revenue Service addressed to the Issuer, (ii) a published
ruling of the Internal Revenue Service or (iii) a change in the applicable
federal income tax law (including regulations) after the date of this Indenture;
the Issuer has complied with any other conditions specified pursuant to Section
2.2 to be applicable to the legal defeasance of Securities of such Series
pursuant to this Section 8.1(c); and 

     (2)
the Issuer has delivered to the Trustee a Company
Request requesting such legal defeasance of the Securities of such Series and an
Officer’s Certificate stating that all conditions precedent with respect to such
legal defeasance of the Securities of such Series have been complied with,
together with an Opinion of Counsel to the same effect. 

          In
such event, the Issuer will be discharged from its obligations under this
Indenture and the Securities of such Series to pay principal of and premium (if
any) and interest on Securities of such Series, the Issuer’s obligations under
Sections 4.1 and 5.1 shall terminate with respect to such Securities, and the
entire indebtedness of the Issuer evidenced by such Securities shall be deemed
paid and discharged. 

     (d)
If and to the extent additional or alternative
means of satisfaction, discharge or defeasance of Securities of a Series are
specified to be applicable to such Series as contemplated by Section 2.2, the
Issuer may terminate any or all of its obligations under this Indenture with
respect to the Securities of a Series and any or all of its obligations under
the Securities of such Series if it fulfills such other means of satisfaction
and discharge as may be so specified, as contemplated by Section 2.2, to be
applicable to the Securities of such Series. 

     (e)
If Securities of any Series subject to
subsections (a), (b), (c) or (d) of this Section 8.1 are to be redeemed prior to
their Stated Maturity, whether pursuant to any optional redemption provisions or
in accordance with any mandatory or optional sinking fund provisions, the terms
of the applicable trust arrangement shall provide for such redemption, and the
Issuer shall make such arrangements as are reasonably satisfactory to the
Trustee for the giving of notice of redemption in the name, and at the expense,
of the Issuer. 

36 







     Section 8.2. Application of Trust
Money. 

          The
Trustee or a trustee satisfactory to the Trustee and the Issuer shall hold in
trust money or Government Obligations deposited with it pursuant to Section 8.1
hereof. It shall apply the deposited money and the money from Government
Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal of and premium (if any) and interest on the Securities
of the Series with respect to which the deposit was made.

     Section 8.3. Repayment to Issuer. 

          The
Trustee and the Paying Agent shall promptly pay to the Issuer, any excess money
or Government Obligations (or proceeds therefrom) held by them at any time upon
the written request of the Issuer. 

          Subject
to the requirements of any applicable abandoned property laws, the Trustee and
the Paying Agent shall pay to the Issuer, upon written request any money held by
them for the payment of principal, premium (if any) or interest that remains
unclaimed for two years after the date upon which such payment shall have become
due. After payment to the Issuer, Holders entitled to the money must look to the
Issuer for payment as general creditors unless an applicable abandoned property
law designates another Person, and all liability of the Trustee and the Paying
Agent with respect to such money shall cease. 

     Section 8.4. Reinstatement. 

          If the
Trustee or the Paying Agent is unable to apply any money or Government
Obligations deposited with respect to Securities of any Series in accordance
with Section 8.1 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the obligations of the Issuer under this
Indenture with respect to the Securities of such Series and under the Securities
of such Series shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.1 until such time as the Trustee or the Paying Agent is
permitted to apply all such money or Government Obligations in accordance with
Section 8.1; provided, however, that if the Issuer has made any payment of principal of,
premium (if any) or interest on any Securities because of the reinstatement of
its obligations, the Issuer shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money or Government Obligations
held by the Trustee or the Paying Agent. 


37 







ARTICLE IX.
AMENDMENTS AND WAIVERS 

     Section 9.1. Without Consent of
Holders. 

          Without
the consent of any Holder of Securities of a Series, the Issuer and the Trustee
may amend or supplement this Indenture or the Series of Securities in the
following circumstances: 

     (1)
to cure any ambiguity, omission, defect or
inconsistency; 

     (2)
to provide for the assumption of the Issuer’s
obligations under this Indenture by a successor upon any merger, consolidation
or transfer of substantially all of the assets of the Issuer;

     (3)
to provide for uncertificated Securities in
addition to or in place of Certificated Securities;

     (4)
to provide any security for or guarantees of its
Securities or for the addition of an additional obligor on its
Securities;

     (5)
to comply with any requirement to effect or
maintain the qualification of this Indenture under the Trust Indenture Act of
1939, as amended, if applicable;

     (6)
to add covenants that would benefit the Holders
of its Securities or to surrender any rights the Issuer has under this
Indenture;

     (7)
to change or eliminate any of the provisions of
this Indenture, provided that any such change or elimination shall not become
effective with respect to any outstanding Securities of any Series created prior
to the execution of such supplemental indenture which is entitled to the benefit
of such provision;

     (8)
to provide for the issuance of and establish
forms and terms and conditions of a new Series of Securities;

     (9)
to permit or facilitate the defeasance and
discharge of the Securities;

     (10)
to issue additional Securities of any Series,
provided
that such additional Securities have the same terms as, and be deemed part of
the same Series as, the applicable Series of Securities to the extent required
under this Indenture;

     (11)
to evidence and provide for the acceptance of and
appointment 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 trust by
more than one trustee;

     (12)
to add additional Events of Default with respect
to Securities; and

     (13)
to make any change that does not adversely affect
any of its outstanding Securities in any material respect. 

     Section 9.2. With Consent of
Holders. 

          This
Indenture or the Securities of a Series may be amended or supplemented, and
waivers may be obtained, with the consent of the Holders of at least a majority
in aggregate principal amount of the then outstanding Securities of such Series
voting as a single class (including consents obtained in connection with a
tender offer or exchange offer for, or purchase of, such Securities of a
Series), and any existing Default or Event of Default (other than a Default or
Event of Default in the payment of the principal of, premium on, if any or
interest, if any, on, such Securities of a Series, except a payment Default
resulting from an acceleration that has been rescinded) or compliance with any
provision of this Indenture or the Securities of such Series may be waived with
the consent of the Holders of a majority in aggregate principal amount of the
then outstanding Securities of such Series voting as a single class (including
consents obtained in connection with a purchase of, or tender offer or exchange
offer for, such Securities of a Series).

38







          The
Holders of a majority in principal amount of the outstanding Securities of a
Series issued by the Issuer may waive any existing or past Default or Event of
Default with respect to those Securities. Those Holders may not, however, waive
any Default or Event of Default in any payment on any Security. 

          For
the avoidance of doubt, any amendment, supplement or waiver to any Series of
Securities made with the consent of Holders of such Series of Securities, shall
be made with respect to that Series of Securities only, and not any other Series
of Securities. 

     Section 9.3. Limitations. 

          Without
the consent of each Holder of Securities of a Series affected thereby, an
amendment, supplement or waiver may not (with respect to any Securities of such
Series held by a non-consenting Holder):

     (1)
reduce the amount of the Securities of such
Series whose Holders must consent to an amendment, supplement or
waiver;

     (2)
reduce the rate of or change the time for payment
of interest on the Securities of such Series; 

     (3)
reduce the principal of the Securities of such
Series or change the Stated Maturity of the Securities of such
Series; 

     (4)
reduce any premium payable on the redemption of
the Securities of such Series or change the time at which the Securities of such
Series may or must be redeemed; 

     (5)
make payments on the Security of such Series
payable in currency other than as originally stated in such
Security; 

     (6)
impair the Holder’s right to institute suit for
the enforcement of any payment on the Security of such Series; 

     (7)
make any change in the percentage of principal
amount of the Securities of such Series necessary to waive compliance with
Sections 6.7 and 6.13 of this Indenture or to make any change in this Section
9.3(7); or 

     (8) waive a continuing Default or
Event of Default regarding any payment on Securities of such Series.

39







          In the
event that consent is obtained from some of the Holders but not from all of the
Holders with respect to any amendments or waivers pursuant to clauses (1)
through (8) of this Section 9.3, new Securities of such Series with such
amendments or waivers will be issued to those consenting Holders. Such new
Securities shall have separate CUSIP numbers and ISINs from those Securities of
such Series held by non-consenting Holders. 

     Section 9.4. Form of Amendments. 

          Every
amendment to this Indenture or the Securities of one or more Series shall be set
forth in a supplemental indenture. 

     Section 9.5. Revocation and Effect of
Consents. 

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


          Any
amendment or waiver once effective shall bind every Securityholder of each
Series affected by such amendment or waiver unless it is of the type described
in any of clauses (1) through (8) of Section 9.3. In that case, the amendment or
waiver shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder’s Security. 

     Section 9.6. Notation on or Exchange of
Securities. 

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


     Section 9.7. Trustee Protected. 

          In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article IX or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 7.1) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any supplemental indentures which affect the Trustee’s own rights,
duties, immunities, or indemnities under this Indenture, the Securities or
otherwise. 

40







ARTICLE X.
MISCELLANEOUS

     Section 10.1. Notices. 

          Any
request, direction, instruction, demand, document, notice or communication by
the Issuer or the Trustee to the other, or by a Holder to the Issuer or the
Trustee, shall be in English and in writing and delivered in person, mailed by
first-class mail, delivered via facsimile or delivered by overnight courier as
follows: 

if to the Issuer: 

	                     	CalAmp Corp.
	 	1401
      N. Rice Avenue
	 	Oxnard, California 93030
	 	Fax:
      [______________]
	 	Attention: Chief Financial Officer



in either case, with a copy to:


	                     	Gibson, Dunn
      & Crutcher LLP
	 	333 South Grand
      Avenue
	 	Los Angeles,
      California 90071
	 	Fax: (213)
      229-6242
	 	Attention: Peter
      W. Wardle



if to the Trustee: 

	                     	[______________]



          Notices
shall be effective upon the recipient’s actual receipt thereof. Any party by
notice to the other parties may designate additional or different addresses for
subsequent notices or communications. 

          Any
notice or communication to (i) a Securityholder of a Certificated Security shall
be mailed by first-class mail to his address shown on the register kept by the
Registrar (ii) a Securityholder of a Global Security shall be delivered to the
Depositary in accordance with its applicable procedures. Failure to mail a
notice or communication to a Securityholder of any Series or any defect in it
shall not affect its sufficiency with respect to other Securityholders of that
or any other Series. 

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

41 







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

          With
respect to this Indenture, the Trustee shall not have any duty or obligation to
verify or confirm that the Person sending instructions, directions, reports,
notices or other communications or information by electronic transmission is, in
fact, a Person authorized to give such instructions, directions, reports,
notices or other communications or information on behalf of the party purporting
to send such electronic transmission; and the Trustee shall not have any
liability for any losses, liabilities, costs or expenses incurred or sustained
by any party as a result of such reliance upon or compliance with such
instructions, directions, reports, notices or other communications or
information. Each other party agrees to assume all risks arising out of the use
of electronic methods to submit instructions, directions, reports, notices or
other communications or information to the Trustee, including the risk of the
Trustee acting on unauthorized instructions, notices, reports or other
communications or information, and the risk of interception and misuse by third
parties. 

     Section 10.2. Communication by Holders with Other
Holders. 

          Securityholders
of a Series may communicate pursuant to TIA § 312(b), as if such section applied
hereto, with other Securityholders of such Series with respect to their rights
under this Indenture or the Securities.

     Section 10.3. Certificate and Opinion as to
Conditions Precedent. 

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


	1.		an Officer’s
      Certificate stating that, in the opinion of the signer, all conditions
      precedent, if any, provided for in this Indenture relating to the proposed
      action have been complied with; and
		     	
	2.		an Opinion of Counsel
      stating that, in the opinion of such counsel, all such conditions
      precedent have been complied with.



     Section 10.4. Statements Required in Certificate or
Opinion. 

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


	1.		a statement that the
      Person making such certificate or opinion has read such covenant or
      condition;
		     	
	2.		a brief statement as
      to the nature and scope of the examination or investigation upon which the
      statements or opinions contained in such certificate or opinion are
      based;
	 
	3.		a statement that, in
      the opinion of such Person, he has made such examination or investigation
      as is necessary to enable him to express an informed opinion as to whether
      or not such covenant or condition has been complied with; and

			 
	4.		a statement as to
      whether or not, in the opinion of such Person, such condition or covenant
      has been complied with.



42 







     Section 10.5. Rules by Trustee and
Agents. 

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

     Section 10.6. Legal Holidays. 

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

     Section 10.7. No Personal Liability of Directors,
Officers, Employees and Certain Others.

          No
director, officer, employee, incorporator or similar founder, stockholder or
member of the Issuer will have any liability for or any obligations of the
Issuer under this Indenture or the Securities or for any claim based on, with
respect to or by reason of, such obligations or their creation. Each Holder of
Securities by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Securities.
The waiver may not be effective to waive liabilities under the federal
securities laws.

     Section 10.8. Counterparts. 

          This
Indenture may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement. Delivery of an executed counterpart of this Indenture by
facsimile or electronic transmission shall be equally as effective as delivery
of an original executed counterpart of this Indenture. Any party delivering an
executed counterpart of this Indenture by facsimile or electronic transmission
also shall deliver an original executed counterpart of this Indenture, but the
failure to deliver an original executed counterpart shall not affect the
validity, enforceability and binding effect of this Indenture. 

     Section 10.9. Governing Laws. 

          THIS
INDENTURE AND THE SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF
OR RELATING TO THIS INDENTURE OR THE SECURITIES, SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD
RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW
YORK.

43







     Section 10.10. No Adverse Interpretation
of Other Agreements. 

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

     Section 10.11. Successors. 

          All
agreements of the Issuer in this Indenture and the Securities shall bind their
respective successors. All agreements of the Trustee in this Indenture shall
bind its successor. 

     Section 10.12. Severability. 

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


     Section 10.13. Table of Contents,
Headings, Etc. 

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

     Section 10.14. Judgment
Currency. 

          The
Issuer agrees, to the fullest extent that it may effectively do so under
applicable law, that (a) if for the purpose of obtaining judgment in any court
it is necessary to convert the sum due with respect to the principal of or
interest or other amount on the Securities of any Series (the “Required Currency”) into a
currency in which a judgment will be rendered (the “Judgment Currency”), the rate of
exchange used shall be the rate at which in accordance with normal banking
procedures the recipient could purchase in The City of New York the Required
Currency with the Judgment Currency on the day on which final unappealable
judgment is entered, unless such day is not a New York Banking Day, then the
rate of exchange used shall be the rate at which in accordance with normal
banking procedures the recipient could purchase in The City of New York the
Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which final unappealable judgment is entered and (b) its
obligations under this Indenture to make payments in the Required Currency (i)
shall not be discharged or satisfied by any tender, any recovery pursuant to any
judgment (whether or not entered in accordance with clause (a)), in any currency
other than the Required Currency, except to the extent that such tender or
recovery shall result in the actual receipt, by the payee, of the full amount of
the Required Currency expressed to be payable with respect to such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required Currency
so expressed to be payable, and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, “New York Banking Day” means any day except a Saturday, Sunday
or a Legal Holiday in The City of New York on which banking institutions are
authorized or required by law, regulation or executive order to
close.

44







     Section 10.15. English
Language. 

          This
Indenture has been negotiated and executed in the English language. All
certificates, reports, notices and other documents and communications delivered
or delivered pursuant to this Indenture (including any modifications or
supplements hereto), shall be in the English language, or accompanied by a
certified English translation thereof. In the case of any document originally
issued in a language other than English, the English language version of any
such document shall for purposes of this Indenture, and absent manifest error,
control the meaning of the matters set out therein. 

     Section 10.16. Submission to Jurisdiction;
Appointment of Agent. 

          Any
suit, action or proceeding against the Issuer or any of its properties, assets
or revenues with respect to this Indenture or the Securities (a “Related Proceeding”) may be
brought in any state or Federal court in the Borough of Manhattan in The City of
New York, New York, as the Person bringing such Related Proceeding may elect in
its sole discretion. The Issuer hereby consents to the non-exclusive
jurisdiction of each such court for the purpose of any Related Proceeding and
has irrevocably waived any objection to the laying of venue of any Related
Proceeding brought in any such court and to the fullest extent it may
effectively do so and the defense of an inconvenient forum to the maintenance of
any Related Proceeding or any such suit, action or proceeding in any such court.
The Issuer hereby agrees that service of all writs, claims, process and
summonses in any Related Proceeding brought against it in the State of New York
may be made upon [            ] (and any successor entity) (the “Process Agent”). The Issuer
irrevocably appoints the Process Agent as its agent and true and lawful attorney
in fact in its name, place and stead to accept such service of any and all such
writs, claims, process and summonses, and hereby agrees that the failure of the
Process Agent to give any notice to it of any such service of process shall not
impair or affect the validity of such service or of any judgment based thereon.
The Issuer hereby agrees to have an office or to maintain at all times an agent
with offices in the United States of America to act as Process Agent. Nothing in
this Indenture shall in any way be deemed to limit the ability to serve any such
writs, process or summonses in any other manner permitted by applicable law.


     Section 10.17. Waiver of
Immunity. 

          To the
extent that the Issuer has or hereafter may acquire any immunity from
jurisdiction of any court or from any legal process (whether through service of
notice, attachment prior to judgment, attachment in aid of execution or
execution, on the ground of sovereignty or otherwise) with respect to itself or
its property, each hereby irrevocably waives, to the fullest extent permitted by
applicable law, such immunity with respect to its obligations under this
Indenture or the Securities. 

45 







     Section 10.18. Waiver of Jury
Trial. 

          EACH
OF THE ISSUER AND THE TRUSTEE HERETO HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON
CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
SECURITIES, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 

[Signature page follows.]

46







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


	
      CALAMP CORP.

		 
	By: 	
		Name:
		Title:




[Base Indenture – Debt
Securities]








	
      [TRUSTEE]

		 
	By: 	
		Name:
		Title:




[Base Indenture – Debt
Securities]