Orgenesis Inc.: Exhibit 4.2 - Filed by newsfilecorp.com





Exhibit 4.2 


	ORGENESIS INC., 
	 
	as Issuer, 
	 
	AND 


THE BANK OF   _________________, ______________,
 

as Trustee  

	 
	INDENTURE 
	 
	DATED AS OF ________________________________
	  
	 
	DEBT SECURITIES 
	 


CROSS-REFERENCE TABLE  

	TIA SECTION 	 
	310 	(a )(1)	 
	 	(a)(2)	 
	 	
      (a)(3) 
	 
	 	(a)(4) 	 
	 	(a)(5) 	 
	 	(b) 	 
	 	(c) 	 
	311 	
      (a) 
	 
	 	(b) 	 
	 	(c) 	 
	312 	(a) 	 
	 	(b) 	 
	 	(c) 	 
	313 	(a) 	 
	 	(b)(1)	 
	 	(b)(2)	 
	 	(c) 	 
	 	(d) 	 
	314 	(a) 	 
	 	(b) 	 
	 	(c)(1)	 
	 	(c)(2)	 
	 	(c)(3) 	 
	 	(d) 	 
	 	(e) 	 
	 	(f) 	 
	315 	(a) 	 
	 	(b) 	 
	 	(c) 	 
	 	(d) 	 
	 	(e) 	 







	316 	(a)	(last sentence)

	 	(a)(1)(A) 
		(a)(1)(B)  
	 	(a)(2)  
	 	(b) 	 	 
	 	(c) 	 	 
	317 	(a)(1) 
	 	(a)(2)  
	 	(b) 		 
	318 	(a)		 
	318 	(c) 		 





	N.A. means Not
    Applicable 
	NOTE: This Cross-Reference table shall not, for any purpose,
    be deemed part of this Indenture. 





TABLE OF CONTENTS
 

	SECTION 1.01 	DEFINITIONS 
	SECTION 1.02
      	OTHER DEFINITIONS 
	SECTION 1.03
    	INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 
	SECTION 1.04 	RULES OF CONSTRUCTION 
	  	  
	ARTICLE TWO THE SECURITIES 
	  	  
	SECTION 2.01
      	FORM AND DATING
      
	SECTION 2.02
    	FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
	SECTION 2.03
      	AMOUNT UNLIMITED; ISSUABLE IN SERIES; DENOMINATIONS 
	SECTION 2.04 	EXECUTION OF SECURITIES 
	SECTION 2.05 	AUTHENTICATION AND DELIVERY OF SECURITIES 
	SECTION 2.06 	REGISTRAR, PAYING AGENT AND CONVERSION AGENT 
	SECTION 2.07 	PAYING AGENT TO HOLD MONEY IN TRUST 
	SECTION 2.08 	HOLDER LISTS 
	SECTION 2.09 	TRANSFER AND EXCHANGE 
	SECTION 2.10 	REPLACEMENT SECURITIES 
	SECTION 2.11 	OUTSTANDING SECURITIES 
	SECTION 2.12 	TEMPORARY SECURITIES 
	SECTION 2.13
    	SECURITIES ISSUABLE IN THE FORM OF A GLOBAL SECURITY 
	SECTION 2.14 	CANCELLATION 
	SECTION 2.15 	DEFAULTED INTEREST 
	SECTION 2.16 	CUSIP NUMBERS 
	  	  
	ARTICLE THREE REDEMPTION 
	  	  
	SECTION 3.01 	APPLICABILITY OF ARTICLE 
	SECTION 3.02
      	NOTICE TO TRUSTEE 
	SECTION 3.03 	SELECTION OF SECURITIES TO BE REDEEMED 
	SECTION 3.04 	NOTICE OF REDEMPTION 
	SECTION 3.05 	EFFECT OF NOTICE OF REDEMPTION
    
	SECTION 3.06 	DEPOSIT OF REDEMPTION PRICE
  
	SECTION 3.07 	SECURITIES REDEEMED IN PART
  
	SECTION 3.08 	MANDATORY AND OPTIONAL SINKING FUNDS 
	SECTION 3.09 	REDEMPTION OF SECURITIES FOR SINKING FUND 
	  	  
	ARTICLE FOUR COVENANTS 
	  	  
	SECTION 4.01 	PAYMENT OF SECURITIES 
	SECTION 4.02
    	SEC REPORTS
  





TABLE OF CONTENTS 
(continued)
 

	SECTION 4.03 	COMPLIANCE CERTIFICATES 
	SECTION 4.04 	MAINTENANCE OF OFFICE OR AGENCY 
	SECTION 4.05 	CONTINUED EXISTENCE 
	SECTION 4.06 	WAIVER OF STAY, EXTENSION OR USURY LAWS 
	SECTION 4.07 	PAYMENT OF TAXES AND OTHER CLAIMS 
	SECTION 4.08 	MAINTENANCE OF PROPERTIES AND INSURANCE 
	SECTION 4.09 	LIMITATION ON LIENS SECURING FUNDED DEBT 
	  	  
	ARTICLE FIVE SUCCESSORS 
	  	  
	SECTION 5.01 	WHEN COMPANY MAY MERGE, ETC 
	SECTION 5.02 	SUCCESSOR SUBSTITUTED 
	  	  
	ARTICLE SIX DEFAULTS AND REMEDIES 
	  	  
	SECTION 6.01 	EVENTS OF DEFAULT 
	SECTION 6.02 	ACCELERATION
  
	SECTION 6.03 	OTHER REMEDIES 
	SECTION 6.04 	WAIVER OF PAST DEFAULTS 
	SECTION 6.05 	CONTROL BY MAJORITY 
	SECTION 6.06 	LIMITATION ON REMEDIES 
	SECTION 6.07 	RIGHTS OF HOLDERS TO RECEIVE PAYMENT 
	SECTION 6.08 	COLLECTION SUIT BY TRUSTEE 
	SECTION 6.09 	TRUSTEE MAY FILE PROOFS OF CLAIM 
	SECTION 6.10 	PRIORITIES
      
	SECTION 6.11 	UNDERTAKING FOR COSTS 
	  	  
	ARTICLE SEVEN TRUSTEE
	  	  
	SECTION 7.01 	DUTIES OF TRUSTEE 
	SECTION 7.02 	RIGHTS OF TRUSTEE 
	SECTION 7.03 	INDIVIDUAL RIGHTS OF TRUSTEE 
	SECTION 7.04 	TRUSTEE’S DISCLAIMER 
	SECTION 7.05 	NOTICE OF DEFAULTS 
	SECTION 7.06 	REPORTS BY TRUSTEE TO HOLDERS 
	SECTION 7.07 	COMPENSATION AND INDEMNITY 
	SECTION 7.08 	SEPARATE TRUSTEE; REPLACEMENT OF TRUSTEE 
	SECTION 7.09 	SUCCESSOR TRUSTEE BY MERGER, ETC 
	SECTION 7.10 	ELIGIBILITY; DISQUALIFICATION 
	SECTION 7.11 	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY 
	  	  
	ARTICLE EIGHT DEFEASANCE 
	  	  
	SECTION 8.01 	APPLICABILITY OF ARTICLE 





TABLE OF CONTENTS 
(continued)
 

	SECTION 8.02 	OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE 
	SECTION 8.03 	LEGAL DEFEASANCE AND DISCHARGE 
	SECTION 8.04 	COVENANT DEFEASANCE 
	SECTION 8.05 	CONDITIONS TO LEGAL OR COVENANT DEFEASANCE 
	SECTION 8.06 	DEPOSITED MONEY AND U.S. GOVERNMENT SECURITIES TO BE HELD
    IN TRUST; OTHER MISCELLANEO 
	SECTION 8.07 	REPAYMENT TO COMPANY 
	SECTION 8.08 	REINSTATEMENT
  
	  	  
	ARTICLE NINE AMENDMENTS,
    SUPPLEMENTS AND WAIVERS 
	  	  
	SECTION 9.01 	WITHOUT CONSENT OF HOLDERS 
	SECTION 9.02 	WITH CONSENT OF HOLDERS 
	SECTION 9.03 	COMPLIANCE WITH TRUST INDENTURE ACT 
	SECTION 9.04 	REVOCATION AND EFFECT OF CONSENTS 
	SECTION 9.05 	NOTATION ON OR EXCHANGE OF SECURITIES 
	SECTION 9.06 	TRUSTEE PROTECTED 
	  	  
	ARTICLE TEN SUBORDINATION OF
    SECURITIES 
	  	  
	SECTION 10.01 	APPLICABILITY OF ARTICLE; AGREEMENT TO SUBORDINATE 
	SECTION 10.02 	LIQUIDATION, DISSOLUTION, BANKRUPTCY 
	SECTION 10.03 	DEFAULT ON SENIOR INDEBTEDNESS 
	SECTION 10.04 	ACCELERATION OF PAYMENT OF DEBT SECURITIES 
	SECTION 10.05 	WHEN DISTRIBUTION MUST BE PAID OVER 
	SECTION 10.06 	SUBROGATION
      
	SECTION 10.07 	RELATIVE RIGHTS 
	SECTION 10.08 	SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY 
	SECTION 10.09 	RIGHTS OF TRUSTEE AND PAYING AGENT 





TABLE OF CONTENTS 
(continued)
 

	SECTION 10.10 	DISTRIBUTION OR NOTICE TO REPRESENTATIVE 
	SECTION 10.11 	ARTICLE ELEVEN NOT TO PREVENT DEFAULTS OR LIMIT RIGHT TO
    ACCELERATE 
	SECTION 10.12 	TRUST MONEYS NOT SUBORDINATED 
	SECTION 10.13 	TRUSTEE ENTITLED TO RELY 
	SECTION 10.14 	TRUSTEE TO EFFECTUATE SUBORDINATION 
	SECTION 10.15 	RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON
    SUBORDINATION PROVISIONS 
	  	  
	ARTICLE ELEVEN SATISFACTION AND
  DISCHARGE 
	  	  
	SECTION 11.01 	SATISFACTION AND DISCHARGE OF INDENTURE 
	SECTION 11.02 	APPLICATION OF TRUST MONEY 
	  	  
	ARTICLE TWELVE MISCELLANEOUS
  
	  	  
	SECTION 12.01 	TRUST INDENTURE ACT CONTROLS 
	SECTION 12.02 	NOTICES
      
	SECTION 12.03 	COMMUNICATION BY HOLDERS WITH OTHER HOLDERS 
	SECTION 12.04 	CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT 
	SECTION 12.05 	STATEMENTS REQUIRED IN CERTIFICATE OR OPINION 
	SECTION 12.06 	RULES BY TRUSTEE AND AGENTS 
	SECTION 12.07 	LEGAL HOLIDAYS 
	SECTION 12.08 	GOVERNING LAW 
	SECTION 12.09 	NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS 
	SECTION 12.10 	NO RECOURSE AGAINST OTHERS 
	SECTION 12.11 	SUCCESSORS
      
	SECTION 12.12 	DUPLICATE ORIGINALS 
	SECTION 12.13 	SEVERABILITY
      
	SECTION 12.14 	FORCE MAJEURE 
	SECTION 12.15 	WAIVER OF JURY TRIAL 




	NOTE:
    	This Table
    of Contents shall not, for any purpose, be deemed to be a part of this
    Indenture. 





INDENTURE, dated as of _____________,
between ORGENESIS INC., a Nevada corporation (the “Company”), and THE
BANK OF ________________, a national banking association, as Trustee.  

RECITALS OF THE COMPANY
 

WHEREAS, the Company has duly authorized
the execution and delivery of this Indenture to provide for the issuance from
time to time of the Company’s debentures, notes, bonds or other evidences of
indebtedness in one or more series (herein called the “Securities”); and
 

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

NOW, THEREFORE, THIS INDENTURE
WITNESSETH:  

For and in consideration of the
premises, and of the purchase and acceptance of the Securities by the holders
thereof, it is mutually agreed, for the benefit of the respective Holders from
time to time of the Securities or any series thereof, as follows:  

ARTICLE ONE  

DEFINITIONS AND INCORPORATION BY REFERENCE  

SECTION 1.01 Definitions.
 

“Adjusted Consolidated Net Tangible
Assets” or “ACNTA” means (without duplication), as of the date of
determination, (a) the sum of (i) discounted future net revenue from proved oil
and gas reserves of the Company and its Subsidiaries calculated in accordance
with SEC guidelines before any state or federal income taxes, as estimated by
petroleum engineers (which may include the Company’s internal engineers) in a
reserve report prepared as of the end of the Company’s most recently completed
fiscal year, as increased by, as of the date of determination, the discounted
future net revenue of (A) estimated proved oil and gas reserves of the Company
and its Subsidiaries attributable to any acquisition consummated since the date
of such year-end reserve report, and (B) estimated proved oil and gas reserves
of the Company and its Subsidiaries attributable to extensions, discoveries and
other additions and upward revisions of estimates of proved oil and gas reserves
due to exploration, development or exploitation, production or other activities
conducted or otherwise occurring since the date of such year-end reserve report,
which, in the case of sub-clauses (A) and (B), would, in accordance with
standard industry practice, result in such increases as calculated in accordance
with SEC guidelines (utilizing the prices utilized in such year-end reserve
report), and decreased by, as of the date of determination, the discounted
future net revenue of (C) estimated proved oil and gas reserves of the Company
and its Subsidiaries produced or disposed of since the date of such year-end
reserve report and (D) reductions in the estimated oil and gas reserves of the
Company and its Subsidiaries since the date of such year-end reserve report
attributable to downward revisions of estimates of proved oil and gas reserves
due to exploration, development or exploitation, production or other activities
conducted or otherwise occurring since the date of such year-end reserve report
which, in the case of sub-clauses (C) and (D), would, in accordance with
standard industry practice, result in such decreases as calculated in accordance
with SEC guidelines (utilizing the prices utilized in such year-end reserve
report); provided that, in the case of each of the determinations made
pursuant to clauses (A) through (D), such increases and decreases may be
estimated by the Company’s engineers, (ii) the capitalized costs that are
attributable to oil and gas properties of the Company and its Subsidiaries to
which no proved oil and gas reserves are attributable, based on the Company’s
books and records as of a date no earlier than the date of the Company’s latest
annual or quarterly financial statements, (iii) the Net Working Capital on a
date no earlier than the date of the Company’s latest annual or quarterly
financial statements and (iv) the greater of (I) the net book value on a date no
earlier than the date of the Company’s latest annual or quarterly financial
statements and (II) the appraised value, as estimated by independent appraisers,
of other tangible assets (including Investments in unconsolidated Subsidiaries)
of the Company and its Subsidiaries, as of a date no earlier than the date of
the Company’s latest audited financial statements, minus (b) the sum of (i)
minority interests, (ii) any gas balancing liabilities of the Company and its
Subsidiaries reflected as a long-term liability in the Company’s latest annual
or quarterly financial statements, (iii) the discounted future net revenue,
calculated in accordance with SEC guidelines (utilizing the prices utilized in
the Company’s year-end reserve report), attributable to reserves which are
required to be delivered to third parties to fully satisfy the obligations of
the Company and its Subsidiaries with respect to Volumetric Production Payments
on the schedules specified with respect thereto, (iv) the discounted future net
revenue, calculated in accordance with SEC guidelines, attributable to reserves
subject to Dollar-Denominated Production Payments which, based on the estimates
of production included in determining the discounted future net revenue
specified in (a) (i) above (utilizing the same prices utilized in the Company’s
year-end reserve report), would be necessary to fully satisfy the payment
obligations of the Company and its Subsidiaries with respect to
Dollar-Denominated Production Payments on the schedules specified with respect
thereto and (v) the discounted future net revenue, calculated in accordance with
SEC guidelines (utilizing the same prices utilized in the Company’s year-end
reserve report), attributable to reserves subject to participation interests,
overriding royalty interests or other interests of third parties, pursuant to
participation, partnership, vendor financing or other agreements then in effect,
or which otherwise are required to be delivered to third parties. If the Company
changes its method of accounting from the full cost method to the successful
efforts method or a similar method of accounting, Adjusted Consolidated Net
Tangible Assets will continue to be calculated as if the Company were still
using the full cost method of accounting.  




“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled
by or under direct or indirect common control with such specified Person. For
the purposes of this definition, “control” when used with respect to any
specified Person means the power to direct the management and policies of such
Person directly or indirectly, whether through the ownership of Voting Stock, by
contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.  

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

“Attributable Indebtedness”
means, with respect to any particular lease under which any Person is at the
time liable and at any date as of which the amount thereof is to be determined,
the present value of the total net amount of rent required to be paid by such
Person under the lease during the primary term thereof, without giving effect to
any renewals at the option of the lessee, discounted from the respective due
dates thereof to such date at the rate of interest per annum implicit in the
terms of the lease. As used in the preceding sentence, the “net amount of rent”
under any lease for any such period shall mean the sum of rental and other
payments required to be paid with respect to such period by the lessee
thereunder excluding any amounts required to be paid by such lessee on account
of maintenance and repairs, insurance, taxes, assessments, water rates or
similar charges. In the case of any lease which is terminable by the lessee upon
payment of a penalty, such net amount of rent shall also include the amount of
such penalty, but no rent shall be considered as required to be paid under such
lease subsequent to the first date upon which it may be so terminated.  

“Board of Directors” means, with
respect to any Person, the Board of Directors or other governing body of such
Person or any committee thereof duly authorized to act on behalf of such Board
of Directors or such other governing body.  

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

“Business Day” means any day on
which the New York Stock Exchange is open for trading and which is not a Legal
Holiday.  

“Capital Stock” means, with
respect to any Person, any and all shares, interests, participations or other
equivalents (however designated) of corporate stock, partnership or limited
liability company interests or other equity securities (including, without
limitation, beneficial interests in or other securities of a trust) and any and
all warrants, options and rights with respect thereto (whether or not currently
exercisable), including each class of common stock and preferred stock of such
Person.  

“Company” means the party named
as such above, until a successor replaces such Person in accordance with the
terms of this Indenture, and thereafter means such successor.  

“Company Request” or “Company
Order” means a written request or order signed in the name of the Company by
two Officers of the Company, or by one Officer of the Company and either an
Assistant Treasurer or an Assistant Secretary of the Company, and delivered to
the Trustee.  

“Corporate Trust Office” means,
as to any series of Securities, the principal office of the Trustee with respect
to such series at which at any time its corporate trust business shall be
administered, which office at the date hereof is located at
__________________________________________, Attention: Corporate Trust
Administration, or such other address as the Trustee may designate from time to
time by notice to the Company, or the principal corporate trust office of any
successor Trustee (or such other address as such successor Trustee may designate
from time to time by notice to the Holders of Securities of such series and the
Company).  

“Credit Facilities” means one or
more debt facilities (including, without limitation, the Company’s existing
credit facility) or commercial paper facilities, in each case with banks,
investment banks, insurance companies, mutual funds and/or other institutional
lenders providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special purpose
entities formed to borrow from (or sell receivables to) such lenders against
such receivables) or letters of credit, in each case, as amended, extended,
restated, renewed, refunded, replaced (whether contemporaneously or otherwise)
or refinanced (in each case with Credit Facilities), supplemented or otherwise
modified (in whole or in part and without limitation as to amount, terms,
conditions, covenants and other provisions) from time to time.  

“Default” means, with respect to
a series of Securities, any event which is, or after notice or passage of time
would be, an Event of Default with respect to Securities of such series.




“Depositary” means, unless
otherwise specified by the Company pursuant to either Section 2.03 or 
2.13, with respect to any series of Securities issuable or issued in whole
or in part in the form of one or more Global Securities, The Depository Trust
Company, New York, New York, or any successor Depositary registered as a
clearing agency under the Exchange Act or other applicable statute or
regulations.  

“Designated Senior Indebtedness”
means any series or issue of Senior Indebtedness which, at the date of
determination, has an aggregate principal amount outstanding of, or under which,
at the date of determination, the holders thereof are committed to lend up to,
at least $_____________.  

“Dollar-Denominated Production
Payments” means production payment obligations recorded as liabilities in
accordance with GAAP, together with all undertakings and obligations in
connection therewith.  

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

“Funded Debt” means, with regard
to any Person, all Indebtedness incurred, created, assumed or guaranteed by such
Person, which matures, or is renewable by such Person to a date, more than one
year after the date as of which Funded Debt is being determined.  

“GAAP” means generally accepted
accounting principles as in effect in the United States of America from time to
time.  

“Global Security” means a
Security in global form that evidences all or part of the Securities of any
series and registered in the name of the Depositary for such Securities or a
nominee thereof.  

“Holder” means the Person in
whose name a Security is registered in the Register.  

“Indebtedness” means, without
duplication, with respect to any Person, (a) all obligations of such Person,
including those evidenced by bonds, notes, debentures or similar instruments,
for the repayment of money borrowed (whether or not the recourse of the lender
is to the whole of the assets of such Person or only to a portion thereof); (b)
all liabilities of others of the kind described in the preceding clause (a) that
such Person has guaranteed; and (c) Indebtedness (as otherwise defined in this
definition) of another Person secured by a Lien on any asset of such Person,
whether or not such Indebtedness is assumed by such Person, the amount of such
obligations being deemed to be the lesser of (1) the full amount of such
obligations so secured, and (2) the fair market value of such asset, as
determined in good faith by the Board of Directors of such Person, which
determination shall be evidenced by a Board Resolution. For the avoidance of
doubt, neither Dollar-Denominated Production Payments nor Volumetric Production
Payments shall be deemed to be Indebtedness.  

“Indenture” means this
Indenture, as amended or supplemented from time to time in accordance with the
terms hereof, and shall include the form and terms of particular series of
Securities as contemplated hereunder, whether or not a supplemental Indenture is
entered into with respect thereto.  

“Investment” of any Person means
(i) all investments by such Person in any other Person in the form of loans,
advances or capital contributions, (ii) all guarantees of Indebtedness of any
other Person by such Person, (iii) all purchases (or other acquisitions for
consideration) by such Person of Indebtedness, Capital Stock or other securities
of any other Person and (iv) all other items that would be classified as
investments or advances on a balance sheet of such Person prepared in accordance
with GAAP.  

“Issue Date” means, with respect
to a series of Securities, the date of original issuance of such series of
Securities.  

“Lien” means, with respect to
any Person, any mortgage, pledge, lien, encumbrance, easement, restriction,
charge or adverse claim affecting title or resulting in an encumbrance against
real or personal property of such Person, or a security interest of any kind
(including any conditional sale or other title retention agreement, any lease in
the nature thereof or other similar agreement to sell, in each case securing
obligations of such Person).  

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

“Maturity Date” means, with
respect to a series of Securities, the fixed date specified pursuant to 
Section 2.03(d) as to such series on which the principal of such Securities
becomes due and payable as therein or herein provided.  




“Net Working Capital” means (i)
all current assets of the Company and its Subsidiaries, minus (ii) all current
liabilities of the Company and its Subsidiaries, except current liabilities
included in Indebtedness.  

“Officer” means, with respect to
any Person, the Chairman of the Board, the Chief Executive Officer, the
President, any Vice President, the Chief Financial Officer, the Secretary or the
Treasurer of such Person.  

“Officers’ Certificate” means,
with respect to any Person, a certificate signed by two Officers or by an
Officer and either an Assistant Secretary or Assistant Treasurer of such Person.
One of the Officers signing an Officers’ Certificate given pursuant to 
Section 4.03(a) shall be the principal executive, financial or accounting
officer of the Person delivering such certificate.  

“Oil and Gas Business” means the
business of the exploration for, and exploitation, development, production,
processing, marketing, storage and transportation of, hydrocarbons, and other
related energy and natural resource businesses (including oil and gas services
businesses related to the foregoing).  

“Oil and Gas Hedging Contracts”
means any oil and gas purchase or hedging agreement, and other agreement or
arrangement, in each case, that is designed to provide protection against price
fluctuations of oil, gas or other commodities.  

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

“Original Issue Discount Security”
means any Security which provides for an amount less than the stated principal
amount thereof to be due and payable upon a declaration of acceleration of the
maturity thereof pursuant to Section 6.02.  

“Permitted Liens” means (i) with
respect to a series of Securities, Liens existing on the Issue Date of such
series of Securities; (ii) Liens securing Indebtedness under Credit Facilities;
(iii) Liens securing any renewal, extension, substitution, refinancing or
replacement of secured Indebtedness; provided, that such Liens extend to
or cover only the property or assets then securing the Indebtedness being
refinanced and that the Indebtedness being refinanced was not incurred under the
Credit Facilities; (iv) Liens on, or related to, properties to secure all or
part of the costs incurred in the ordinary course of business of exploration,
drilling, development or operation thereof; (v) Liens upon (a) any property of
or any interests in any Person existing at the time of acquisition of such
property or interests by the Company or a Subsidiary, (b) any property of or
interests in a Person existing at the time such Person is merged or consolidated
with the Company or any Subsidiary or existing at the time of the sale or
transfer of any such property of or interests in such Person to the Company or
any Subsidiary, or (c) any property of or interests in a Person existing at the
time such Person becomes a Subsidiary; provided, that in each case such
Lien has not been created in contemplation of such sale, merger, consolidation,
transfer or acquisition, and
provided, further, that in each such case no such Lien shall
extend to or cover any property of the Company or any Subsidiary other than the
property being acquired and improvements thereon; (vi) Liens on deposits to
secure public or statutory obligations or in lieu of surety or appeal bonds
entered into in the ordinary course of business; (vii) Liens in favor of
collecting or payor banks having a right of setoff, revocation, refund or
chargeback with respect to money or instruments of the Company or any Subsidiary
on deposit with or in possession of such bank; (viii) purchase money security
interests granted in connection with the acquisition of assets in the ordinary
course of business and consistent with past practices, provided, that (a)
such Liens attach only to the property so acquired with the purchase money
indebtedness secured thereby and (b) such Liens secure only Indebtedness that is
not in excess of 100% of the purchase price of such assets; (ix) Liens reserved
in oil and gas mineral leases for bonus or rental payments and for compliance
with the terms of such leases; (x) Liens arising under partnership agreements,
oil and gas leases, farm-out agreements, division orders, contracts for the
sale, purchase, exchange, transportation or processing of oil, gas or other
hydrocarbons, unitization and pooling declarations and agreements, development
agreements, operating agreements, area of mutual interest agreements, and other
similar agreements which are customary in the Oil and Gas Business; (xi) Liens
securing obligations of the Company or any of its Subsidiaries under Oil and Gas
Hedging Contracts; (xii) Liens in favor of the United States, any State thereof,
any foreign country or any department, agency or instrumentality or political
subdivision of any such jurisdiction, to secure partial, progress, advance or
other payments pursuant to any contract or statute or to secure any indebtedness
incurred for the purpose of financing all or any part of the purchase price or
the cost of constructing or improving the property subject to such Liens,
including without limitation, Liens to secure Funded Debt of the pollution
control or industrial revenue bond type; and (xiii) Liens in favor of the
Company or any Subsidiary Guarantor.  

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

“Place of Payment” means, when
used with respect to the Securities of any series, unless otherwise specifically
provided for with respect to such series as contemplated by Section 2.03,
the office or agency of the Company in ______________ and such other place or
places where, subject to the provisions of
Section 4.04, the principal of, and any premium and interest on, the
Securities of that series are payable as specified as contemplated by Section
2.03.  




“Predecessor Security” of any
particular Security means every previous Security evidencing all or a portion of
the same debt as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under 
Section 2.10 in exchange for or in lieu of a mutilated, destroyed, lost or
stolen Security shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security.  

“Principal Property” means any
property interest in oil and gas reserves located in Israel owned by the Company
or any Subsidiary and which is capable of producing crude oil, condensate,
natural gas, natural gas liquids or other similar hydrocarbon substances in
paying quantities, the net book value of which property interest or interests
exceeds two (2) percent of Adjusted Consolidated Net Tangible Assets, except any
such property interest or interests that in the opinion of the Board of
Directors of the Company is not of material importance to the total business
conducted by the Company and its Subsidiaries taken as a whole. Without
limitation, the term “Principal Property” shall not include (i) property or
assets employed in gathering, treating, processing, refining, transportation,
distribution or marketing, (ii) accounts receivable and other obligations of any
obligor under a contract for the sale, exploration, production, drilling,
development, processing or transportation of crude oil, condensate, natural gas,
natural gas liquids or other similar hydrocarbon substances by the Company or
any of its Subsidiaries, and all related rights of the Company or any of its
Subsidiaries, and all guarantees, insurance, letters of credit and other
agreements or arrangements of whatever character supporting or securing payment
of such receivables or obligations, or (iii) the production or any proceeds from
production of crude oil, condensate, natural gas, natural gas liquids or other
similar hydrocarbon substances.  

“Representative” means the
trustee, agent or representative (if any) for an issue of Senior Indebtedness.
 

“SEC” means the Securities and
Exchange Commission or, if at any time after the execution of this Indenture,
the SEC is not existing and performing the duties now assigned to it under the
TIA, then the body performing such duties at such time.  

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

“Senior Indebtedness” means any
Securities (other than Subordinated Debt Securities) or other Indebtedness of
the Company (whether outstanding on the date of this Indenture or thereafter
incurred), unless such Indebtedness is contractually subordinate or junior in
right of payment of principal of, and any premium and interest on, the
Securities of any series or the Guarantees, respectively.  

“Subsidiary” means any
subsidiary of the Company. A “subsidiary” of any Person means (i) a
corporation a majority of whose Voting Stock is at the time, directly or
indirectly, owned by such Person, by one or more subsidiaries of such Person or
by such Person and one or more subsidiaries of such Person, (ii) a partnership
in which such Person or a subsidiary of such Person is, at the date of
determination, a general or limited partner of such partnership, but only if
such Person or its subsidiary is entitled to receive more than 50 percent of the
assets of such partnership upon its dissolution, or (iii) any other Person
(other than a corporation or partnership) in which such Person, directly or
indirectly, at the date of determination thereof, has (x) at least a majority
ownership interest or (y) the power to elect or direct the election of a
majority of the Board of Directors of such Person.  

“TIA” means the Trust Indenture
Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of
this Indenture, except as provided in Section 9.03.  

“Trust Officer” means any
officer within the corporate trust department of the Trustee, including any vice
president, senior associate or associate, trust officer or any other officer of
the Trustee who customarily performs functions similar to those performed by
Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such person’s knowledge of and
familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.  

“Trustee” means the party named
as such above until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor, 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 each Trustee with respect to Securities of
that series.  

“U.S. Government Securities”
means securities that 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, which, in either case under clauses (i) or (ii) are not
callable or redeemable at the option of the issuer thereof.  

“U.S. Legal Tender” means such
coin or currency of the United States as at the time of payment shall be legal
tender for the payment of public and private debts.  




“Volumetric Production Payments”
mean production payment obligations recorded as deferred revenue in accordance
with GAAP, together with all undertakings and obligations in connection
therewith.  

“Voting Stock” means, with
respect to any Person, securities of any class or classes of Capital Stock in
such Person entitling the holders thereof (whether at all times or only so long
as no senior class of stock has voting power by reason of contingency) to vote
in the election of members of the Board of Directors of such Person.  

SECTION 1.02 Other Definitions.
 

Other terms used in this Indenture are
defined in the Section indicated below:  

	Term 
	“Agent Member” 
	“Bankruptcy Law” 
	“Blockage Notice” 
	“Company” 
	“Conversion Agent” 
	“Covenant Defeasance” 
	“Custodian” 
	“Event of Default” 
	“Legal Defeasance” 
	“Legal Holiday” 
	“mandatory sinking fund payment”
  
	“optional sinking fund payment”
  
	“Paying Agent” 
	“Payment Blockage Period” 
	“Payment Default” 
	“pay the Subordinated Debt Securities” 
	“Register” 
	“Registrar” 
	“Securities” 
	“Subordinated Debt Securities”

	“Successor” 


SECTION 1.03 Incorporation by
Reference of Trust Indenture Act. Whenever this Indenture refers to a
provision of the TIA, the provision is incorporated by reference in and made a
part of this Indenture. The following TIA terms, if used in this Indenture, have
the following meanings:  

“Commission” means the SEC.



“indenture securities” means
the Securities and the Guarantees.  

“indenture security holder”
means a Holder.  

“indenture to be qualified”
means this Indenture.  

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

“obligor” on the indenture
securities means the Company and any other obligor on the Securities or the
Guarantees.  

All other TIA terms used in this
Indenture that are defined by the TIA, defined by TIA reference to another
statute or defined by SEC rule have the meanings assigned to them therein.
 

SECTION 1.04 Rules of Construction.
 

Unless the context otherwise requires:



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




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

(3) “or” is not exclusive;

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

(5) any gender used in this Indenture
shall be deemed to include the neuter, masculine or feminine genders;

(6) provisions apply to successive
events and transactions; and  

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

ARTICLE TWO  

THE SECURITIES  

SECTION 2.01 Form and Dating. The
Securities of each series shall be in substantially the form established without
the approval of any Holder by or pursuant to a Board Resolution of the Company
or in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as
the Company may deem appropriate or as may be required or appropriate to comply
with any law or with any rules made pursuant thereto or with any rules of any
securities exchange on which such series of Securities may be listed, or to
conform to general usage, or as may, consistently herewith, be determined by the
Officers of the Company executing such Securities, as evidenced by their
execution of the Securities.  

The definitive Securities of each series
shall be printed, lithographed or engraved on steel engraved borders or may be
produced in any other manner, all as determined by the Officers of the Company
executing such Securities, as evidenced by their execution of such Securities.
 

SECTION 2.02 Form of Trustee’s
Certificate of Authentication. The Trustee’s certificates of authentication
shall be in substantially the following form:  

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

		THE BANK OF
    ___________________________________________________
	  	As Trustee 	 
	  	  	 
	Date: _____________________________________	By: 	 
		Authorized Signatory
  


SECTION 2.03 Amount Unlimited;
Issuable in Series; Denominations. The aggregate principal amount of
Securities which may be issued, executed, authenticated, delivered and
outstanding under this Indenture is unlimited.  

The Securities may be issued in one or
more series. There shall be established, without the approval of any Holders, in
or pursuant to a Board Resolution of the Company (and, to the extent established
pursuant to rather than set forth in a Board Resolution, in an Officers’
Certificate of the Company or Company Order setting forth, or determining the
manner of, such establishment) or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of a series any or all
of the following: 


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

(b) 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 Sections 2.09, 2.10, 
2.12, 3.07 or 9.05 and except for any Securities which,
pursuant to Section 2.05, are deemed never to have been authenticated and
delivered hereunder); 


(c) the Person to whom any interest on
a Security of the series shall be payable, if other than the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the regular record date for such interest;  




(d) the date or dates on which the
Securities of the series will be issued and on which the principal of, and any
premium on, the Securities of the series are payable, or the method of
determination thereof;  

(e) the rate or rates (which may be
fixed or variable) at which the Securities of the series shall bear interest, if
any, or the method of determining such rate or rates; the date or dates from
which such interest shall accrue, the interest payment dates on which such
interest shall be payable and the record dates for the determination of Holders
thereof to whom such interest is payable, or the method by which any of such
date or dates may be determined; and the basis upon which interest will be
calculated if other than that of a 360-day year consisting of twelve thirty-day
months;  

(f) the place or places, if any, in
addition to or instead of the Corporate Trust Office of the Trustee where (1)
the principal of, and any premium and interest on, Securities of the series
shall be payable, (2) Securities of the series may be surrendered for
registration of transfer, (3) Securities of the series may be surrendered for
exchange, (4) Securities of the series, if convertible, may be surrendered for
conversion, and (5) notices and demands to or upon the Company in respect of the
Securities of the series and this Indenture may be served;  

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

(h) the obligation, if any, and the
option, if any, of the Company to redeem, purchase or repay Securities of the
series pursuant to any sinking fund or analogous provisions or upon a specified
date or the happening of a specified event or at the option of a Holder thereof
or otherwise, and the price or prices at which, the period or periods within
which and the terms and conditions upon which Securities of the series shall or
may be redeemed, purchased or repaid, in whole or in part, pursuant to such
obligations or options, including any deletions from, modifications of or
additions to
Article Three with respect to Securities of such series;  

(i) the terms, if any, upon which the
Securities of the series may be convertible into or exchanged for Capital Stock,
other Securities, warrants for Capital Stock or Indebtedness or other securities
of any kind of the Company or any other obligor or issuer and the terms and
conditions upon which such conversion or exchange may or shall be effected,
including the initial conversion or exchange price or rate, the conversion or
exchange period and any other provision in addition to or in lieu of those
described herein; 


(j) if other than denominations of
$1,000 and any integral multiple thereof, the denominations in which Securities
of the series shall be issuable;  

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

(l) if the principal amount payable on
the Maturity Date of Securities of the series will not be determinable as of any
one or more dates prior to such Maturity Date, the amount which will be deemed
to be such principal amount as of any such date for any purpose, including the
principal amount thereof which will be due and payable upon any maturity other
than the Maturity Date or which 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);  

(m) any deletions from, modifications
of or additions to
Article Eight with respect to Securities of the series, including the
addition of additional covenants that may be subject to the covenant defeasance
option pursuant to Section 8.04;  

(n) if other than U.S. Legal Tender,
the coin or currency, currencies, units of two or more currencies or other
currency units in which payment of the principal of, and any premium and
interest on, Securities of the series shall be payable and the manner of
determining the equivalent thereof in U.S. Legal Tender for any purpose,
including determining the amount of such Securities as are “outstanding;”  

(o) if other than the principal amount
thereof, the portion of the principal amount of Securities of the series which
shall be payable upon declaration of acceleration of the maturity thereof
pursuant to Section 6.02or provable in bankruptcy pursuant to Section 
6.09, or the method of determination thereof;  

(p) the terms, if any, of the transfer,
mortgage, pledge or assignment as security for the Securities of the series of
any properties, assets, moneys, proceeds, securities or other collateral,
including whether certain provisions of the TIA are applicable and any
corresponding changes to provisions of this Indenture as currently in effect
with respect to Securities of such series;  

(q) any deletions from, modifications
of or additions to the Events of Default set forth in Article Six with
respect to the Securities of the series and any change in the right of the
Trustee or the Holders of Securities of such series to declare the principal of,
and any premium and interest on, such Securities due and payable as set forth in 
Article Six;




(r) if the Securities of the series
shall be issued in whole or in part in the form of a Global Security or
Securities, the terms and conditions, if any, upon which such Global Security or
Securities may be exchanged in whole or in part for other individual Securities
in definitive registered form; if the Depositary for the Securities of the
series is to be other than the Depositary set forth in Section 1.01, 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;  

(s) if other than the Trustee, the
identity of any trustees, authenticating, paying, transfer or other agents or
registrars with respect to the Securities of such series;  

(t) the applicability of, and any
deletions from, modifications of or additions to the covenants and definitions
currently set forth in this Indenture or in the terms currently set forth in 
Article Five, including conditioning any transaction permitted by Article 
Five upon the satisfaction of a debt coverage or other standard by the
Company and any Successor;  

(u) the subordination, if any, of the
Securities of the series pursuant to Article Ten and any deletions from,
modifications of or additions to Article Ten with respect to Securities
of the series;  

(v) if the principal of, and any
premium and interest on, any Securities of the series is to be payable, at the
election of the Company or a Holder thereof, in one or more currencies or
currency units other than that or those in which the Securities are stated to be
payable, the currency, currencies or currency units in which payment of the
principal of, and any premium and interest on, Securities of such series as to
which such election is made shall be payable, and the periods within which and
the terms and conditions upon which such election is to be made and the amount
so payable (or the manner in which such amounts are to be determined);  

(w) the right, if any, of the Company
to defer payments of interest by extending the interest payment periods and
specify the duration of such extension, the interest payment dates on which such
interest shall be payable and whether and under what circumstances additional
interest on amounts deferred shall be payable;  

(x) any restrictions or other
provisions on the transfer or exchange of the Securities of such series;  

(y) with regard to Securities of the
series that do not bear interest, the dates for certain required reports to the
Trustee; and  

(z) any other terms of the Securities
of the series (which terms shall not be expressly prohibited by the provisions
of this Indenture). 


All Securities of any one series shall
be substantially identical except as to denomination and except as may otherwise
be provided in or pursuant to the Board Resolution, Officers’ Certificate,
Company Order or supplemental indenture referred to above.  

If any of the terms of the Securities of
the series are established by action taken by or pursuant to a Board Resolution
of the Company, a copy of an appropriate record of such action shall be
certified by an Officer or other authorized Person of the Company and delivered
to the Trustee at or prior to the delivery of the Officers’ Certificate or
Company Order setting forth, or providing the manner for determining, the terms
of the Securities of the series. Any such Board Resolution, Officers’
Certificate or Company Order referred to above with respect to Securities of any
series filed with the Trustee on or before the initial issuance of the
Securities of such series shall be incorporated herein by reference with respect
to Securities of such series and shall thereafter be deemed to be a part of the
Indenture for all purposes relating to Securities of such series as fully as if
such Board Resolution, Officers’ Certificate or Company Order were set forth
herein in full.  

The Securities of any one series need
not be issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the Holders, for increases in the aggregate
principal amount of such series of Securities and issuances of additional
Securities of such series or for the establishment of additional terms with
respect to the Securities of such series.  

The Securities of each series shall be
issuable only in registered form without coupons in such denominations as shall
be specified as contemplated by this Section 2.03.  

SECTION 2.04 Execution of Securities.
The Securities shall be signed on behalf of the Company by two Officers thereof.
Such signatures upon the Securities may be the manual or facsimile signatures of
the present or any future such Officers and may be imprinted or otherwise
reproduced on the Securities. The seal of the Company, if any, is not required
to appear on the Securities, but if it does so appear it may be in the form of a
facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities.  




Only such Securities as shall bear
thereon a certificate of authentication substantially in the form hereinbefore
recited, manually signed by the Trustee, shall be entitled to the benefits of
this Indenture or be valid or obligatory for any purpose. Such certificate by
the Trustee upon any Security executed by the Company shall be conclusive
evidence that the Security so authenticated has been duly authenticated and
delivered hereunder.  

In case any Officer of the Company who
shall have signed any of the Securities shall cease to be such Officer before
the Securities so signed shall have been authenticated and delivered by the
Trustee, or disposed of by the Company, such Securities nevertheless may be
authenticated and delivered or disposed of as though the Person who signed such
Securities had not ceased to be such Officer of the Company; and any Security
may be signed on behalf of the Company by such Persons as, at the actual date of
the execution of such Security, shall be the proper Officers of the Company,
although at the date of such Security or of the execution of this Indenture any
such Person was not such Officer.  

SECTION 2.05 Authentication and
Delivery of Securities. At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of
any series executed by the Company to the Trustee for authentication, together
with a Company Order for the authentication and delivery of such Securities, and
the Trustee shall thereupon authenticate and deliver such Securities in
accordance with such Company Order. If the form or terms of the Securities of
the series have been established in or pursuant to one or more Board Resolutions
as permitted by Section 2.01 and 2.03, in authenticating such
Securities and accepting the additional responsibilities under this Indenture in
relation to such Securities, the Trustee shall be provided, in addition to the
Officers’ Certificate and Opinion of Counsel required to be furnished to the
Trustee pursuant to Section 13.04, and, subject to Section 7.01,
shall be fully protected in relying upon, an Opinion of Counsel stating:  

(a) that the form of such Securities
has been established by or pursuant to a Board Resolution as permitted by 
Section 2.01, and that such form has been established in conformity
with the provisions of this Indenture;  

(b) that the terms (or the manner of
determining the terms) of such Securities have been established by or pursuant
to a Board Resolution as permitted by Section 2.03, and that such terms
have been established in conformity with the provisions of this Indenture; and
 

(c) that such Securities, when
authenticated and delivered by the Trustee and issued by the Company in the
manner and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Company, enforceable in
accordance with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, preference, reorganization, moratorium, rehabilitation, or similar
laws and legal principles relating to or affecting creditors’ rights and general
principles of equity. 


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

If any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 2.14, such Security shall for all purposes of this
Indenture be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.  

The Trustee may appoint an
authenticating agent reasonably acceptable to the Company to authenticate
Securities of any series. Unless limited by the terms of such appointment, 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 under 
Section 7.03to deal with the Company and its Subsidiaries and Affiliates as
any Registrar, Paying Agent or Conversion Agent.  

Each Security shall be dated the date
of its authentication. 


SECTION 2.06 Registrar, Paying Agent
and Conversion Agent. The Company shall maintain an office or agency where
Securities of a series may be presented for registration of transfer or for
exchange (the “Registrar”), an office or agency where Securities of a
series may be presented for redemption or repurchase, if applicable, and for
payment (the “Paying Agent”) and, with respect to any series of
Securities that is convertible in accordance with the applicable provisions of
such Securities, an office or agency where Securities of such series may be
presented for conversion (the “Conversion Agent”). The Registrar shall
keep a register of each series of Securities and of their transfer and exchange
(the “Register”). The Company may have one or more co-registrars and one
or more additional paying agents or conversion agents for any series of
Securities. With respect to any series of Securities, the term “Paying Agent”
includes any additional paying agent, the term “Registrar” includes any
additional co-registrar and the term “Conversion Agent” includes any additional
conversion agent.  




The Company shall enter into an
appropriate agency agreement with any Registrar, Paying Agent or Conversion
Agent not a party to this Indenture, which shall incorporate the applicable
terms of the TIA. The agreement shall implement the provisions of this Indenture
that relate to such Agent. The Company shall notify the Trustee of the name and
address of any such Agent and shall furnish the Trustee with an executed
counterpart of any such agency agreement. With respect to any series of
Securities, the Company at any time may replace any Registrar, Paying Agent or
Conversion Agent or change the location of any such office or agency without
notice to any Holder. The Company will give prompt written notice to the Trustee
of any such replacement or change in location. With respect to any series of
Securities, if the Company fails to maintain a Registrar, Paying Agent or
Conversion Agent, if applicable, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.07.
The Company or any Subsidiary incorporated or organized within the United States
of America may act as Paying Agent, Conversion Agent or Registrar.  

Unless otherwise provided for a series
of securities, the Company initially appoints the Trustee as Registrar, Paying
Agent and, if applicable, Conversion Agent in connection with the Securities.
 

SECTION 2.07 Paying Agent to Hold
Money in Trust. The Company shall require each Paying Agent (other than the
Trustee) for any series of Securities to agree in writing that the Paying Agent
shall hold in trust for the benefit of Holders or the Trustee all money held by
the Paying Agent for the payment of principal of, and any premium and interest
on, the Securities of such series and shall notify the Trustee of any default by
the Company in making any such payment. If the Company or a Subsidiary acts as
Paying Agent for any series of Securities, it shall segregate the money held by
it as Paying Agent and hold it as a separate trust fund for the benefit of the
Persons entitled thereto. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee and to account for any funds disbursed
by the Paying Agent. Upon complying with this Section, the Paying Agent shall
have no further liability for the money delivered to the Trustee.  

SECTION 2.08 Holder 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 Holders of any
series of Securities. If the Trustee is not the Registrar, the Company shall
furnish to the Trustee, in writing at least five Business 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 Holders of the relevant series of
Securities.  

SECTION 2.09 Transfer and Exchange.
The Securities of any series shall be transferable only upon the surrender of a
Security for registration of transfer. When a Security is presented to the
Registrar with a request to register a transfer, the Registrar shall register
the transfer as requested if the requirements of this Indenture and any
reasonable regulations prescribed by the Company or the Registrar are met. When
Securities (other than Global Securities) are presented to the Registrar with a
request to exchange them for an equal principal amount of Securities of other
denominations, the Registrar shall make the exchange as requested if the same
requirements are met. 


To permit registrations of transfers
and exchanges, the Company shall execute and the Trustee shall authenticate at
the Registrar’s request one or more new Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and tenor.
 

No service charge shall be made for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax, assessments, or similar governmental
charge payable in connection therewith (other than any such transfer taxes,
assessments or similar governmental charge payable upon exchange not involving
any transfer pursuant to
Section 3.07).  

The Registrar shall not be required to
register the transfer of or exchange of any Security of a series for a period
beginning 15 Business Days before the mailing of a notice of redemption or of an
offer to repurchase Securities of that series and ending at the close of
business on the date of such mailing, or for a period beginning 15 Business Days
before an interest payment date and ending on the close of business on such
interest payment date, or of any Security selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.
 

Except as otherwise provided or
contemplated by Section 2.03 with respect to a series of Securities,
prior to the due presentation for registration of transfer of any Security, the
Company, the Trustee and any Agent may deem and treat the person in whose name a
Security is registered as the absolute owner of such Security for the purpose of
receiving payment of principal of, and any premium and interest on, such
Security and for all other purposes whatsoever, whether or not such Security is
overdue, and none of the Company, the Trustee or any Agent shall be affected by
notice to the contrary. 


All Securities issued upon any
registration of transfer or exchange pursuant to the terms of this Indenture
shall evidence the same debt and shall be entitled to the same benefits under
this Indenture as the Securities surrendered upon such registration of transfer
or exchange.  




SECTION 2.10 Replacement Securities.
If a mutilated Security is surrendered to the Registrar or if the Holder of a
Security claims that the Security has been lost, destroyed or wrongfully taken,
the Company shall issue and the Trustee shall authenticate a replacement
Security if the Holder satisfies the reasonable requirements of the Company and
the Trustee. If required by the Company or the Trustee, such Holder shall
furnish an indemnity bond or other security sufficient in the judgment of the
Company and the Trustee to protect the Company, the Trustee, the Paying Agent,
the Registrar and any Conversion Agent from any loss which any of them may
suffer if a Security is replaced. The Company and the Trustee may charge the
Holder for their expenses in replacing a Security.  

Every replacement Security is an
additional obligation of the Company.  

SECTION 2.11 Outstanding Securities.
Securities outstanding at any time are all Securities authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation
and those described in this Section as not outstanding. Except to the extent
provided in the last paragraph of this Section 2.11, a Security does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Security.  

If a Security is replaced pursuant to 
Section 2.10, it ceases to be outstanding unless the Trustee and the Company
receive proof satisfactory to them that the replaced Security is held by a bona
fide purchaser.  

If the Paying Agent for a series of
Securities holds on a redemption date or the Maturity Date money sufficient to
pay all principal and interest payable on that date with respect to the
Securities of such series (or portions thereof) to be redeemed or maturing, as
the case may be, then on and after that date such Securities of such series (or
portions thereof) cease to be outstanding and interest on them ceases to accrue.
 

If the principal amount of any Security
is considered paid under Section 4.01, it ceases to be outstanding and
interest on it ceases to accrue.  

Securities with respect to which the
Company has effected legal defeasance or covenant defeasance as provided in 
Article Eight, cease to be outstanding except to the extent provided
in Sections 8.03 and 8.04.  

In determining whether the Holders of
the requisite principal amount of the outstanding Securities of a series have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, (A) the principal amount of an Original Issue Discount Security that
shall be deemed to be outstanding shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon
acceleration of the maturity thereof on such date pursuant to Section 6.02,
(B) the principal amount of a Security denominated in one or more currencies or
currency units other than U.S. dollars shall be the U.S. dollar equivalent of
such currencies or currency units, determined in the manner provided as
contemplated by Section 2.03
on the date of original issuance of such Security, of the principal amount
(or, in the case of an Original Issue Discount Security, the U.S. dollar
equivalent (as so determined) on the date of original issuance of such Security,
of the amount determined as provided in Clause (A) above) of such Security, and
(C) Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Trust Officer
knows to be so owned shall be so disregarded. Securities so owned as described
in clause (C) above which have been pledged in good faith may be regarded as
outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.  

SECTION 2.12 Temporary Securities.
Until definitive Securities are ready for delivery, the Company may prepare and
the Trustee shall authenticate temporary Securities. Temporary Securities shall
be substantially in the form of definitive Securities but may have variations
that the Company considers appropriate for temporary Securities. Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate
definitive Securities and deliver them in exchange for temporary Securities.
 

SECTION 2.13 Securities Issuable in
the Form of a Global Security.  

(a) If the Company shall establish
pursuant to Sections 2.01 and 2.03 that the Securities of a
particular series are to be issued in whole or in part in the form of one or
more Global Securities, then the Company shall execute and the Trustee shall, in
accordance with Section 2.05, authenticate and deliver, such Global
Security or Securities, which shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, the outstanding Securities of
such series to be represented by such Global Security or Securities, or such
portion thereof as the Company shall specify in an Officers’ Certificate of the
Company, shall be registered in the name of the Depositary for such Global
Security or Securities or its nominee, shall be delivered by the Trustee or its
agent to the Depositary or pursuant to the Depositary’s instruction and shall
bear a legend substantially to the following effect (or to such effect as may be
required by the Depositary):  




UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.  

TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
 

(b) Members of, or participants in, the
Depositary (“Agent Members”), and any owner of a beneficial interest in a
Global Security, shall have no rights under this Indenture with respect to or
under such Global Security, and the Company, the Trustee and any agent of the
Company or the Trustee shall be entitled to treat the Depositary or its nominee
as the absolute owner of such Global Security for all purposes whatsoever.
 

(c) Notwithstanding any other provision
in this Indenture and except as otherwise specified with respect to a series of
Securities as contemplated by Section 2.03, no Global Security may be
transferred to, or registered or exchanged for Securities registered in the name
of, any Person other than the Depositary for such Global Security or any nominee
thereof, and no such transfer may be registered, except as provided in this
paragraph. Every Security authenticated and delivered upon registration or
transfer of, or in exchange for or in lieu of, a Global Security shall be a
Global Security, except as provided in this paragraph. If (1) (A) the Depositary
for a Global Security notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Security or ceases to be a clearing
agency registered under the Exchange Act, and (B) a successor Depositary is not
appointed by the Company within 90 days, (2) an Event of Default has occurred
and is continuing with respect to the Securities of such series and the
Registrar has received a request from the Depositary to issue certificated
securities in lieu of all or a portion of the Global Securities of such series
(in which case the Company shall deliver certificated securities within 30 days
of such request) or (3) the Company determines in its sole discretion that
Securities of a series issued in global form shall no longer be represented by a
Global Security, then such Global Security may be exchanged by such Depositary
for certificated Securities of the same series, of any authorized denomination
and of a like aggregate principal amount and tenor, registered in the names of,
and the transfer of such Global Security or portion thereof may be registered
to, such Persons as such Depositary shall direct.  

(d) The Trustee shall have no
responsibility or obligation to any beneficial owner of a Global Security, or
interest therein, Agent Member or other Person with respect to the accuracy of
the records of the Depositary or its nominee or of any Agent Member, with
respect to any ownership interest in Global Securities or with respect to the
delivery to any Agent Member, beneficial owner or other Person (other than the
Depositary) of any notice (including any notice of redemption) or the payment of
any amount, under or with respect to such Securities.  

SECTION 2.14 Cancellation. The
Company at any time may deliver Securities to the Trustee for cancellation. The
Registrar and the Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel and dispose of (subject to the record
retention requirements of the Exchange Act) all Securities surrendered for
registration of transfer, exchange, payment or cancellation in its customary
manner and upon written request shall deliver a certificate of such disposal to
the Company unless the Company directs the Trustee to deliver canceled
Securities to the Company. Any Securities purchased by the Company may, to the
extent permitted by law, be reissued or resold or may, at its option, be
surrendered to the Trustee for cancellation. The Company may not issue new
Securities to replace Securities it has delivered to the Trustee for
cancellation, except as expressly permitted by the terms of the Securities of
any series.  

SECTION 2.15 Defaulted Interest.
If the Company defaults in a payment of interest on the Securities of any
series, the Company shall pay, unless otherwise provided with respect to the
Securities of such series as permitted by Section 2.03, defaulted
interest (plus interest on such defaulted interest to the extent lawful) at the
rate borne by such Securities in any lawful manner. The Company may pay the
defaulted interest to the persons who are Holders on a subsequent special record
date. The Company shall fix or cause to be fixed any such special record date
and payment date to the reasonable satisfaction of the Trustee and shall
promptly mail or cause to be mailed to each Holder a notice that states the
special record date, the payment date and the amount of defaulted interest to be
paid.  




SECTION 2.16 CUSIP Numbers. The
Company in issuing the Securities may use “CUSIP” numbers (if then generally in
use) and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption
as a convenience to Holders; provided, however, 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 identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company shall notify the
Trustee of any change in the CUSIP numbers.  

ARTICLE THREE  

REDEMPTION  

SECTION 3.01 Applicability of
Article. Unless otherwise provided for a series of Securities, the
provisions of Sections 3.02 through 3.07 shall be applicable to
Securities of any series which are redeemable in accordance with their terms
before their Maturity Date.  

SECTION 3.02 Notice to Trustee.
If the Company elects to redeem all or any part of a series of Securities
pursuant to the applicable provisions of such Securities or a supplemental
indenture relating to such Securities, it shall furnish to the Trustee and the
Registrar, at least 45 days but not more than 60 days before the redemption date
(unless the Trustee consents in writing to a shorter period), an Officers’
Certificate setting forth the redemption date, the principal amount of
Securities of each series to be redeemed and the redemption price for each
series of Securities to be redeemed. 


SECTION 3.03 Selection of Securities
to Be Redeemed. If less than all of the Securities of a series are to be
redeemed at any time, the Trustee shall select the particular Securities of such
series to be redeemed pro rata, by lot or, if the Securities of such series are
listed on any securities exchange, by any other method that complies with the
requirements of such exchange; provided, however, that no
Securities with a principal amount of $1,000 or less will be redeemed in part.
The Trustee shall make the selection from outstanding Securities of such series
not previously called for redemption not less than 30 nor more than 60 days
prior to the redemption date. Securities and portions of them it selects shall
be in amounts of $1,000 or whole multiples of $1,000, except that if all of the
Securities of a series of a Holder are to be redeemed, the entire outstanding
amount of such Securities held by such Holder, even if not a multiple of $1,000,
shall be redeemed. Provisions of this Indenture that apply to Securities of any
series called for redemption also apply to portions of Securities of such series
called for redemption. The Trustee shall notify the Company promptly of the
Securities or portions of Securities selected for redemption.  

SECTION 3.04 Notice of Redemption.
(a) At least 30 days but not more than 60 days before a redemption date, the
Company shall mail a notice of redemption by first-class mail to each Holder of
Securities to be redeemed at such Holder’s registered address. The notice shall
state:  

(1) the redemption date;
 

(2) the redemption price;
 

(3) the aggregate principal amount of
Securities being redeemed;  

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

(5) that Securities
called for redemption must be surrendered to the Paying Agent at the address
specified in such notice to collect the redemption price, together with any
accrued and unpaid interest thereon;  

(6) that, unless the
Company defaults in the payment of the redemption price or any accrued interest
on Securities called for redemption ceases to accrue on and after the redemption
date and the only remaining right of the Holders is to receive payment of the
redemption price in respect of the Securities upon surrender to the Paying Agent
of the Securities;  

(7) if fewer than all
of the outstanding Securities of a series are to be redeemed, the identification
of the particular Securities to be redeemed, and if any 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 Security or Securities in principal amount equal to the unredeemed portion
will be issued in the name of the Holder thereof upon cancellation of the
Security or Securities being redeemed;  

(8) the CUSIP number, if any, of the
Securities to be redeemed; and  




(9) any other
information required by such Securities or a supplemental indenture relating to
such Securities.  

(b) At the Company’s request, the
Trustee shall give the notice of redemption required in Section 3.04(a)
in the Company’s name and at the Company’s expense; provided, however,
that the Company shall deliver to the Trustee, at least 15 days prior to the
date on which the Company requests that the Trustee give such notice (unless the
Trustee consents in writing to a shorter notice period), an Officers’
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in Section 3.04(a).
 

SECTION 3.05 Effect of Notice of
Redemption. Once notice of redemption is mailed in accordance with 
Section 3.04, Securities called for redemption become due and payable on the
redemption date at the redemption price. Upon surrender to the Paying Agent,
such Securities shall be paid at the redemption price, plus accrued and unpaid
interest to, but not including, the redemption date; provided, however,
that installments of interest that are due and payable on or prior to the
redemption date shall be payable to the Holders of such Securities, registered
as such, at the close of business on the relevant record date for the payment of
such installment of interest. Failure to give notice or any defect in the notice
to any Holder shall not affect the validity of the notice to any other Holder.
 

SECTION 3.06 Deposit of Redemption
Price. Prior to 11:00 a.m., ________ time, on the redemption date, the
Company shall deposit with the Paying Agent (or if the Company or a Subsidiary
is the Paying Agent, shall segregate and hold in trust) funds available on the
redemption date sufficient to pay the redemption price of, and accrued and
unpaid interest to, but not including, the redemption date on, the Securities to
be redeemed on that date. The Paying Agent shall promptly return to the Company
any money so deposited which is not required for that purpose upon the written
request of the Company, except with respect to monies owed as obligations to the
Trustee pursuant to
Article Seven.  

Unless the Company defaults in making
such payment, interest on the Securities to be redeemed will cease to accrue on
the applicable redemption date, whether or not such Securities are presented for
payment. If any Security called for redemption shall not be so paid upon
redemption because of the failure of the Company to comply with the preceding
paragraph, interest will continue to be payable on the unpaid principal and any
premium including from the redemption date until such principal and any premium
is paid, and, to the extent lawful, on any interest not paid on such unpaid
principal, in each case at the rate provided in the Securities and in Section
4.01 hereof.  

SECTION 3.07 Securities Redeemed in
Part. Upon surrender of a Security that is to be redeemed in part, the
Company shall issue and the Trustee shall authenticate for the Holder, at the
expense of the Company, a new Security equal in aggregate amount to the
unredeemed portion of the Security surrendered.  

SECTION 3.08 Mandatory and Optional
Sinking Funds. The provisions of Sections 3.08 and 3.09 shall
be applicable to any sinking fund for the retirement of Securities of a series
except as otherwise specified as contemplated by Section 2.03 for
Securities of such series. 


The minimum amount of any sinking fund
payment provided for by the terms of Securities of any series is herein referred
to as a “mandatory sinking fund payment,” and any payment in excess of
such minimum amount provided for by the terms of Securities of any series is
herein referred to as an “optional sinking fund payment.” 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.  

In lieu of making all or any part of
any mandatory sinking fund payment with respect to any Securities of a series in
cash, the Company may at its option (a) deliver to the Trustee Securities of
that series theretofore purchased or otherwise acquired by the Company and (b)
receive credit for the principal amount of Securities of that series which have
been redeemed either at the election of the Company pursuant to the terms of
such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities; 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 the terms of such Securities for redemption through operation of
the sinking fund and the amount of such mandatory sinking fund payment shall be
reduced accordingly.  

SECTION 3.09 Redemption of Securities
for Sinking Fund. Not less than 45 days prior to each sinking fund payment
date for any series of Securities (unless a shorter period shall be satisfactory
to the Trustee), the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash in the currency in which the
Securities of such series are denominated and the portion thereof, if any, which
is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 3.08(which Securities, if not previously redeemed,
will accompany such certificate) and whether the Company intends to exercise its
right to make any permitted optional sinking fund payment with respect to such
series. Failure of the Company to deliver such certificate (or to deliver the
Securities specified in this paragraph) shall not constitute a Default, but such
failure shall require that the sinking fund payment due on the next succeeding
sinking fund payment date for that series shall be paid entirely in cash and
shall be sufficient to redeem the principal amount of such Securities subject to
a mandatory sinking fund payment without the option to deliver or credit
Securities as provided in Section 3.08 and without the right to make any
optional sinking fund payment, if any, with respect to such series.  




The Trustee shall select the Securities
to be redeemed upon such sinking fund payment date in the manner specified in 
Section 3.03, and the Company shall cause notice of the redemption thereof
to be given in the manner provided in Section 3.04 except that the notice
of redemption shall also state that the Securities are being redeemed by
operation of the sinking fund. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Section 3.06.  

ARTICLE FOUR  

COVENANTS

SECTION 4.01 Payment of Securities.
The Company, for the benefit of each series of Securities, shall pay the
principal of, and any premium and interest on, the Securities of such series on
the dates and in the manner provided in the terms of the Securities of such
series and this Indenture. Principal or redemption price, and any premium and
interest with respect to a series of Securities shall be considered paid on the
date due if the Trustee or Paying Agent holds on that date money deposited by
the Company designated for and sufficient to pay such principal, redemption
price, premium and interest as is then due with respect to such series of
Securities.  

The Company, for the benefit of each
series of Securities, shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal, and any premium,
at the rate borne by the Securities of such series (or at the rate prescribed
therefor in the terms of the Securities of such series) to the extent lawful;
and it shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest (without regard to
any applicable grace period) at the same rate to the extent lawful.  

SECTION 4.02 SEC Reports. The
Company, within 15 days after it files the same with the SEC, shall deliver to
the Trustee copies of the annual reports and the information, documents and
other reports (or copies of any such portions of any of the foregoing as the SEC
may by rules and regulations prescribe) that the Company is required to file
with the SEC pursuant to Section 13 or 15(d) of the Exchange Act; provided that
any such annual reports, information, documents or other reports filed or
furnished with the Commission pursuant to its Electronic Data Gathering,
Analysis and Retrieval (or “EDGAR”) system shall be deemed to be delivered to
the Trustee as of the time such information, documents or reports are filed or
furnished via EDGAR. Notwithstanding that the Company may not be required to
remain subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, the Company shall file with the SEC (to the extent such filings
are accepted by the SEC) and provide the Trustee with such annual reports and
such information, documents and other reports specified in Sections 13 and 15(d)
of the Exchange Act, subject to the proviso in the immediately preceding
sentence. The Company and each Subsidiary Guarantor shall also comply with the
provisions of TIA Section 314(a). 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 Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers’ Certificates).  

SECTION 4.03 Compliance Certificates.
 

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

(b) The Company will, so long as any of
the Securities are outstanding, deliver to the Trustee forthwith upon any
Officer becoming aware of any Default or Event of Default or default in the
performance of any covenant, agreement or condition contained in this Indenture,
an Officers’ Certificate specifying such Default or Event of Default and what
action the Company proposes to take with respect thereto.  

SECTION 4.04 Maintenance of Office or
Agency. The Company will maintain in each Place of Payment for any series of
Securities, an office or agency where Securities of that series may be
surrendered for registration of transfer or exchange or for presentation for
payment, and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the address of the Trustee set forth in Section
13.02 or at the Corporate Trust Office of the Trustee.  




Subject to Section 2.03, the
Company may also from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Securities of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency. Except as otherwise specified with respect to a series of Securities as
contemplated by Section 2.03, the Company hereby initially designates as
the Place of Payment for each series of Securities __________________, and
initially appoints the Trustee as Paying Agent at its corporate trust office
located at ___________________ as the Company’s office or agency for each such
purpose in such city.  

SECTION 4.05 Continued Existence.
Except as permitted by
  Article Five and Section 10.03 hereof, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and all rights (charter and statutory) and
franchises of the Company.  

SECTION 4.06 Waiver of Stay,
Extension or Usury Laws. The Company covenants (to the extent that 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 or other law which would prohibit or forgive the Company
from paying all or any portion of the principal of, and any premium and interest
on, the Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture; and (to the extent that it may lawfully do so) the Company hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not 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 had been enacted.  

SECTION 4.07 Payment of Taxes and
Other Claims. The Company shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (a) all taxes, assessments
and governmental charges levied or imposed upon the Company or upon the income,
profits or property of the Company and (b) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a Lien upon the
property of the Company; provided, however, that the Company shall
not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment or charge whose amount, applicability or validity is being
contested in good faith by appropriate proceedings or where the failure to
effect such payment is not disadvantageous in any material respect to the
Holders.  

SECTION 4.08 Maintenance of
Properties and Insurance. 


(a) The Company shall cause all
properties used or held for use in the conduct of its business to be maintained
and kept in good condition, repair and working order (ordinary wear and tear
excepted) and supplied with all necessary equipment and shall cause to be made
all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times;
provided, however, that nothing in this Section shall prevent the
Company from discontinuing the operation or maintenance of any such property, or
disposing of it, if such discontinuance or disposal is, in the judgment of the
Company, desirable in the conduct of its business and not disadvantageous in any
material respect to the Holders.  

(b) The Company shall provide or cause
to be provided insurance (including appropriate self-insurance) against loss or
damage of the kinds that, in the reasonable, good faith opinion of the Company,
are adequate and appropriate for the conduct of the business of the Company in a
prudent manner, with reputable insurers or with the government of the United
States or an agency or instrumentality thereof, in such amounts, with such
deductibles, and by such methods as shall be customary, in the reasonable, good
faith opinion of the Company, for corporations similarly situated in the
industry.  

SECTION 4.09 Limitation on Liens
Securing Funded Debt. 


(a) Unless otherwise provided for in
respect of a series of Securities, the Company covenants, for the benefit of
each series of Securities that is not designated as a series of Subordinated
Debt Securities, that (i) it will not create, incur or assume any Funded Debt
secured by any Liens (other than Permitted Liens) upon any of the properties of
the Company and (ii) it will not create, incur or assume any Funded Debt secured
by any Liens (other than Permitted Liens) upon the Capital Stock, unless (as to
each of clauses (i) and (ii)) such Securities or the Guarantee (if any) the
Company shall so determine, any other Indebtedness or other obligation of the
Company which is not subordinate in right of payment to the prior payment in
full of the Securities of any series) are equally and ratably secured for so
long as such Funded Debt shall be so secured; provided, that if such
Funded Debt is expressly subordinated to the Securities of a series or any
related Guarantee, the Lien securing such Funded Debt will be subordinated and
junior to the Lien securing such Securities or such Guarantee.  




(b) Notwithstanding the provisions of 
Section 4.09(a), the Company may create, incur or assume Funded Debt secured
by Liens which would otherwise be subject to the restrictions of such section,
if the aggregate principal amount of such Funded Debt and all other Funded Debt
of the Company created, incurred or assumed pursuant to the exception in this 
Section 4.09(b) and outstanding at such time does not exceed 15% of the
Adjusted Consolidated Net Tangible Assets of the Company.  

ARTICLE FIVE  

SUCCESSORS  

SECTION 5.01 When Company May Merge,
etc. The Company shall not consolidate with or merge with or into any Person
or sell, convey, lease, transfer or otherwise dispose of all or substantially
all of its assets to any Person, unless:  

(1) the Company
survives such merger or the Person formed by such consolidation or into which
the Company is merged or that acquires by sale, conveyance, transfer or other
disposition, or which leases, all or substantially all of the assets of the
Company is a corporation, limited liability company, general partnership or
limited partnership organized and existing under the laws of the United States
of America, any state thereof or the District of Columbia, or Canada or any
province thereof (a “Successor”), and expressly assumes, by supplemental
indenture, the due and punctual payment of the principal of, and any premium and
interest on, all the Securities and the performance of every other covenant and
obligation of the Company under this Indenture; provided, that unless the
Successor is a corporation, a corporate co-issuer of the Securities shall be
added hereto by the execution and delivery of a supplemental indenture by such
co-issuer; and 


(2) immediately after
giving effect to such transaction no Default or Event of Default exists.  

In connection with any consolidation,
merger, sale, conveyance, lease, transfer or other disposition contemplated by
this Section 5.01, the Company shall deliver to the Trustee prior to the
consummation of the proposed transaction an Officers’ Certificate to the
foregoing effect and an Opinion of Counsel stating that the proposed transaction
and such supplemental indenture, if any, comply with this Indenture.  

SECTION 5.02 Successor Substituted.
Upon any consolidation, merger, lease, conveyance or transfer in accordance with
Section 5.01, the Trustee shall be notified by the Company or the
Successor, and the Successor formed by such consolidation or into which the
Company is merged or to which such lease, conveyance or transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such Successor had
been named as the Company herein and thereafter (except in the case of a lease)
the predecessor will be relieved of all further obligations and covenants under
this Indenture and the Securities.  

ARTICLE SIX  

DEFAULTS AND REMEDIES  

SECTION 6.01 Events of Default.
An “Event of Default” occurs in respect of Securities of any series upon:
 

(1) default by the
Company in the payment of principal of, or any premium on, the Securities of
such series when due and payable at Maturity;  

(2) default by the
Company in the payment of any installment of interest on the Securities of such
series when due and payable and continuance of such default for 30 days;  

(3) default on any
other Indebtedness of the Company if either (A) such default results in the
acceleration of the maturity of any such Indebtedness having a principal amount
of $___________ or more individually or, taken together with the principal
amount of any other such Indebtedness the maturity of which has been so
accelerated, in the aggregate, or (B) such default results from the failure to
pay when due principal of any such Indebtedness, after giving effect to any
applicable grace period (a “Payment Default”), having a principal amount
of $____________ or more individually or, taken together with the principal
amount of any other Indebtedness under which there has been a Payment Default,
in the aggregate; provided that if any such default is cured or waived or any
such acceleration is rescinded, or such Indebtedness is repaid, within a period
of 30 days from the continuation of such default beyond any applicable grace
period or the occurrence of such acceleration, as the case may be, such Event of
Default and any consequent acceleration of the Securities shall be rescinded, so
long as any such rescission does not conflict with any judgment or decree or
applicable provision of law;  




(4) default in the
performance, or breach of, any covenant or agreement of the Company in this
Indenture applicable to Securities of such series and, in each such case,
failure to remedy such default within a period of 60 days after written notice
thereof from the Trustee or Holders of 25% of the principal amount of the
Securities of such series; provided,
however, that the Company shall have 90 days after the receipt of such
notice to remedy, or receive a waiver for, any failure to comply with its
obligations under this Indenture so long as the Company is attempting to cure
such failure as promptly as reasonably practicable;  

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

(A) commences a voluntary case or
proceeding,  

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

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

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

(E) admits in writing that it generally
is unable to pay its debts as the same become due;

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

(A) is for relief (with respect to the
petition commencing such case) against the Company or any Subsidiary Guarantor
in an involuntary case or proceeding,  

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

(C) orders the liquidation of the
Company,  

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

(7) any other Event of
Default provided with regard to Securities of a particular series in the terms
thereof.  

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

SECTION 6.02 Acceleration. If an
Event of Default (other than an Event of Default specified in clauses (5) or
(6)) under Section 6.01 occurs and is continuing with respect to the
Securities of a series, then and in every such case the Trustee or the Holders
of not less than 25% of the principal amount of the outstanding Securities of
such series may declare the unpaid principal of (or, if any of the Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified in the terms thereof),
and any premium and accrued and unpaid interest on, all the Securities of such
series then outstanding to be due and payable, by a notice in writing to the
Company (and to the Trustee, if given by Holders), and upon any such declaration
such principal (or other specified amount), and any premium and accrued and
unpaid interest shall become immediately due and payable. If an Event of Default
specified in clauses (5) or (6) of Section 6.01 above occurs, all unpaid
principal of, and any premium and accrued and unpaid interest on, all Securities
then outstanding will become due and payable, without any declaration or other
act on the part of the Trustee or any Holder.  

The Holders of a majority of the
principal amount of the outstanding Securities of a series with respect to which
a declaration of acceleration has been made, by written notice to the Company
and the Trustee, may rescind and annul such declaration of acceleration and its
consequences if (1) the Company has paid or deposited with such Trustee a sum
sufficient to pay (A) all overdue installments of interest on all the Securities
of such series, (B) the principal of, and any premium and interest on, any
Securities of such series that have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or rates prescribed
therefor in the Securities of such series, (C) to the extent that payment of
such interest is lawful, interest on the defaulted interest at the rate or rates
prescribed therefor in the Securities of such series, and (D) all money paid or
advanced by the Trustee hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel; (2) all
Events of Default with respect to Securities of that series, other than the
non-payment of the principal of, and any premium and interest on, any Securities
of such series that have become due solely by such declaration of acceleration,
have been cured or waived as provided in this Indenture; and (3) the rescission
would not conflict with any judgment or decree of a court of competent
jurisdiction. No such rescission will affect any subsequent Event of Default or
impair any right consequent thereon. 





SECTION 6.03 Other Remedies. If
an Event of Default occurs and is continuing with respect to any series of
Securities, the Trustee may, but is not obligated to, pursue, in its own name
and as trustee of an express trust, any available remedy by proceeding at law or
in equity to collect the payment of principal or interest on the Securities of
such series or to enforce the performance of any provision of the Securities of
such series or this Indenture. If an Event of Default specified under clauses
(5) or (6) of
Section 6.01 occurs with respect to the Company at a time when the
Company is the Paying Agent, the Trustee shall assume the duties of Paying
Agent.  

The Trustee may maintain a proceeding
even if it does not possess any of the Securities or does not produce any of
them in the proceeding. A delay or omission by the Trustee or any Holder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative.  

SECTION 6.04 Waiver of Past Defaults.
Subject to
Sections 6.07 and 9.02, the Holders of at least a majority of the
principal amount of the outstanding Securities of a series by notice to the
Trustee may waive an existing Default or Event of Default with respect to such
series and its consequences, except an Event of Default under clauses (1) and
(2) of Section 6.01.  

SECTION 6.05 Control by Majority.
The Holders of a majority in principal amount of the outstanding Securities of a
series will 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 such Trustee with respect to Securities of such series,
provided that (1) such direction is not in conflict with any rule of law or with
this Indenture and (2) the Trustee may take any other action deemed proper by
such Trustee that is not inconsistent with such direction.  

SECTION 6.06 Limitation on Remedies.
No Holder of any of the Securities of a series will have any right to institute
any proceeding, judicial or otherwise, to appoint a receiver or trustee or to
pursue any remedy under this Indenture, unless:  

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

(2) the Holders of not
less than 25% of the principal amount of the outstanding Securities of such
series have made written request to such Trustee to institute proceedings in
respect of such Event of Default in its own name as Trustee under this
Indenture,  

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

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

(5) no direction
inconsistent with such written request has been given to such Trustee during
such 60-day period by the Holders of a majority of the principal amount of the
outstanding Securities of such series. 


A Holder may not use this Indenture to
prejudice the rights of another Holder or to obtain a preference or priority
over other Holders.  

SECTION 6.07 Rights of Holders to
Receive Payment. Notwithstanding any other provision of this Indenture, the
Holder of any Securities will have the right, which is absolute and
unconditional, to receive payment of the principal of and interest on such
Securities on the Maturity therefor and to institute suit for the enforcement of
any such payment, and such right may not be impaired without the consent of such
Holder.  

SECTION 6.08 Collection Suit by
Trustee. If an Event of Default in payment of principal or any premium or
interest specified in paragraphs (1) or (2) of Section 6.01 in respect of
a series of Securities occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal and any premium and interest then due and
remaining unpaid with respect to the Securities of such series, and interest on
overdue principal and any premium, and, to the extent lawful, interest on
overdue interest, and such further amounts as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation and
expenses of the Trustee, its agents and counsel.  

SECTION 6.09 Trustee May File Proofs
of Claim.  

(a) The Trustee may file such proofs of
claim and other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee and the Holders allowed in any judicial
proceedings relative to the Company, their creditors or their property and may
collect and receive any money or securities or other property payable or
deliverable on any such claims and to distribute the same.  




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

SECTION 6.10 Priorities. If the
Trustee collects any money pursuant to this Article Six with respect to
Securities of any series, it shall pay out the money in the following order:
 

First: to the Trustee for amounts due
under Section 7.07;  

Second: to Holders for amounts due and
unpaid on the Securities of such series for principal and interest, ratably,
without preference or priority of any kind, according to the amounts due and
payable on the Securities of such series for principal and interest,
respectively; and  

Third: to the Company.
 

The Trustee may fix a record date and
payment date for any payment to Holders pursuant to this Section 6.10.
 

SECTION 6.11 Undertaking for Costs.
In any suit for the enforcement of any right or remedy under this Indenture or
in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This 
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to
Section 6.07, or a suit by Holders of more than 10% in principal amount
of the then outstanding Securities of any series.  

ARTICLE SEVEN  

TRUSTEE  

SECTION 7.01 Duties of Trustee.
 

(a) If an Event of Default with respect
to any series of Securities has occurred and is continuing, the Trustee shall
exercise with respect to Securities of such series such rights and powers vested
in it by this Indenture and use the same degree of care and skill in such
exercise as a prudent person would exercise or use under the circumstances in
the conduct of such person’s own affairs.  

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

(1) The Trustee need
perform only those duties that are specifically set forth (or incorporated by
reference) in this Indenture with respect to the Securities of such series and
no others.  

(2) In the absence of
bad faith on its part, the Trustee may, with respect to the Securities of such
series, conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to
the Trustee and conforming to the requirements of this Indenture. However, in
the case of certificates or opinions specifically required by any provision
hereof to be furnished to it, the Trustee shall examine such certificates and
opinions to determine whether or not they conform to the requirements of this
Indenture (but need not confirm or investigate the accuracy of mathematical
calculations or other facts stated therein).  

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

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

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

(3) The Trustee shall
not be liable to Holders of Securities of a series with respect to action it
takes or omits to take in good faith in accordance with a direction received by
it from Holders of Securities of such series pursuant to Section 6.05,
and the Trustee shall be entitled from time to time to request such a direction.
 








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


(e) The Trustee shall be under no obligation and may refuse to perform any duty
or exercise any right, duty or power hereunder unless it receives indemnity
reasonably satisfactory to it against any loss, liability, claim, damage or
expense. No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur financial liability in the performance of
any of its duties hereunder or in the exercise of any of its rights or powers,
if it shall have reasonable grounds to believe that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.  


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


SECTION 7.02 Rights of Trustee. Subject to Section 7.01:
 


(a) The Trustee may conclusively rely on and shall be fully protected in acting
or refraining from acting upon any document believed by it to be genuine and to
have been signed or presented by the proper person. The Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney, to the extent reasonably required by such inquiry or
investigation at the expense of the Company and shall incur no liability of any
kind by reason of such inquiry or investigation.  


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


(c) The Trustee may act through agents or attorneys and shall not be responsible
for the misconduct or negligence of any agent 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
under this Indenture.  


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


(f) In no event shall the Trustee be responsible or liable for special,
indirect, or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss of profit) irrespective of whether the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action.  


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


(h) The rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder and each agent, custodian and other person employed by the Trustee to
act hereunder.  


(i) The Trustee may request that the Company deliver a certificate setting forth
the names of individuals and/or titles of officers authorized at such time to
take specified actions pursuant to this Indenture.  


(j) Any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and resolution of
the Board of Directors may be sufficiently evidenced by a Board Resolution.
 


SECTION 7.03 Individual Rights of Trustee. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or its Subsidiaries or Affiliates with the same
rights it would have if it were not Trustee. Any Agent may do the same with like
rights. However, the Trustee must comply with Sections 7.10 and 7.11.
 






SECTION 7.04 Trustee’s Disclaimer.
The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities, it shall not be accountable for the Company’s use
of the proceeds from the Securities or any prospectus, offering or solicitation
documents, and it shall not be responsible for any statement in the Securities
other than its certificate of authentication.  

SECTION 7.05 Notice of Defaults.
If a Default occurs and is continuing with respect to the Securities of any
series and if it is known to the Trustee, the Trustee shall mail to each Holder
of Securities of such series pursuant to Section 13.02 a notice of the
Default within 90 days after it occurs. Except in the case of a Default in any
payment on any Security of such series, the Trustee may withhold the notice if
and so long as its board of directors, executive committee or a trust committee
of officers in good faith determines that withholding the notice is in the
interests of Holders of Securities of such series.  

SECTION 7.06 Reports by Trustee to
Holders. Within 60 days after each April 1, beginning with the April 1
following the date of this Indenture, the Trustee shall mail to each Holder a
brief report dated as of such April 1 that complies with TIA Section 313(a), but
only if such report is required in any year under TIA Section 313(a). The
Trustee also shall comply with TIA Sections 313(b) and 313(c). A copy of each
report at the time of its mailing to Holders shall be filed with the SEC and
each stock exchange on which the Securities are listed and with the Company. The
Company shall notify the Trustee in writing when the Securities become listed on
any national securities exchange or of any delisting thereof.  

SECTION 7.07 Compensation and
Indemnity. The Company agrees to pay the Trustee from time to time
reasonable compensation for its services as shall be agreed upon from time to
time in writing between the Company and the Trustee (which compensation shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust). The Company agrees to reimburse the Trustee upon
request for all reasonable out-of-pocket expenses, disbursements and advances
incurred by it. Such expenses shall include when applicable the reasonable
compensation and expenses of the Trustee’s agents and counsel.  

The Trustee shall not be under any
obligation to institute any suit, or take any remedial action under this
Indenture, or to enter any appearance or in any way defend any suit in which it
may be a defendant, or to take any steps in the execution of the trusts created
hereby or thereby or in the enforcement of any rights and powers under this
Indenture, until it shall be indemnified to its satisfaction against any and all
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provisions of this Indenture, including compensation for
services, costs, expenses, outlays, counsel fees and other disbursements, and
against all liability (including fees and expenses incurred by the Trustee
pursuant to the penultimate paragraph of Section 7.08) determined not to have
been caused by its own negligence or willful misconduct. The Company agrees to
indemnify the Trustee against any loss, liability, claim, damage or expenses
incurred by it arising out of or in connection with the acceptance and
administration of the trust and its duties hereunder as Trustee, Registrar
and/or Paying Agent, including the costs and expenses of enforcing this
Indenture against the Company (including with respect to this Section 7.07)
and of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The Trustee
shall notify the Company of any claim of which a Trust Officer has received
written notice for which it may seek indemnity; however, the failure of the
Trustee to promptly notify the Company shall not limit its right to
indemnification. The Company shall defend each such claim and the Trustee shall
cooperate in the defense. The Trustee may retain separate counsel and the
Company shall reimburse the Trustee for the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its consent
(which consent shall not be unreasonably withheld).  

The Company shall not be obligated to
reimburse any expense or indemnify against any loss, liability, claim or damage
incurred by the Trustee determined to have been caused by the Trustee’s own
negligence or willful misconduct. To secure the payment obligations of the
Company in this Section, the Trustee shall have a claim prior to that of the
Holders of the Securities on all money or property held or collected by the
Trustee, except that held in trust to pay principal of and interest on, or the
redemption price of, particular Securities. The Trustee’s right to receive
payment of any amounts due under this Section 7.07 shall not be
subordinate to any other liability or Indebtedness of the Company or any
Subsidiary Guarantor.  

When the Trustee incurs expenses or
renders services after the occurrence of any Event of Default specified in
clauses (6) or (7) of Section 6.01, the expenses and the compensation for
the services are intended to constitute expenses of administration under any
Bankruptcy Law.  

The benefits of this section shall
survive termination of this Indenture and resignation or removal of the Trustee.
 

SECTION 7.08 Separate Trustee;
Replacement of Trustee. The Company may, but need not, appoint a separate
Trustee for any one or more series of Securities. The Trustee may resign by so
notifying the Company and the Subsidiary Guarantors. The Holders of a majority
in principal amount of the Securities of a particular series may remove the
Trustee for such series by so notifying the Trustee and the Company in writing.
The Company may remove the Trustee if:  

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




(2) the Trustee is adjudged a bankrupt
or an insolvent;  

(3) a receiver or other public officer
takes charge of the Trustee or its property; or  

(4) the Trustee becomes incapable of
acting as Trustee hereunder.  

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

A successor Trustee shall deliver a
written acceptance of its appointment to the retiring Trustee and to the Company
and the Subsidiary Guarantors. Immediately after that and upon payment of its
charges hereunder, the retiring Trustee shall transfer all property held by it
as Trustee to the successor Trustee, subject to the lien provided for in 
Section 7.07, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. A successor Trustee shall mail
notice of its succession to each Holder of Securities of the applicable series.
 

If a successor Trustee does not take
office within 30 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Company or the Holders of a majority in principal amount
of any applicable series of Securities may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
Trustee for such series.  

If the Trustee fails to comply with 
Section 7.10, any Holder of Securities of the applicable series may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee. Any successor Trustee shall comply with TIA
Section 310(a)(5).  

SECTION 7.09 Successor Trustee by
Merger, etc. If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust assets to, another
corporation or national association, the successor corporation or national
association without any further act shall be the successor Trustee; provided
that such corporation or national association shall be otherwise eligible and
qualified under this Article and shall notify the Company of its successor
hereunder.  

SECTION 7.10 Eligibility;
Disqualification. This Indenture shall always have a Trustee which satisfies
the requirements of TIA Section 310(a)(1). The Trustee shall always have a
combined capital and surplus of at least $100,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall also comply with
TIA Section 310(b).  

SECTION 7.11 Preferential Collection
of Claims Against Company. The Trustee shall comply with TIA Section 311(a),
excluding any creditor relationship listed in TIA Section 311(b). A Trustee who
has resigned or been removed shall be subject to TIA Section 311(a) to the
extent indicated therein.  

ARTICLE EIGHT  

DEFEASANCE  

SECTION 8.01 Applicability of Article.
The provisions of this Article Eight shall be applicable to each series
of Securities except as otherwise specified pursuant to Section 2.03 for
Securities of such series.  

SECTION 8.02 Option to Effect Legal
Defeasance or Covenant Defeasance. The Company may, at the option of its
Board of Directors evidenced by a resolution set forth in an Officers’
Certificate, at any time, with respect to the Securities of a series, elect to
exercise its rights pursuant to either Section 8.03 or 8.04 with
respect to all outstanding Securities of such series upon compliance with the
conditions set forth below in this Article Eight.  

SECTION 8.03 Legal Defeasance and
Discharge. Upon the Company’s exercise under Section 8.02 of the
option applicable to this
Section 8.03 with respect to a series of Securities, the Company shall be
deemed to have been discharged from its obligations with respect to all
outstanding Securities of such series on the date all conditions set forth below
are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such
Legal Defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Securities of
the applicable series and any Guarantees thereof, which shall thereafter be
deemed to be “outstanding” only for the purposes of Section 8.06 and the
other Sections of this Indenture referred to in clauses (a) and (b) of this
Section 8.03, and to have satisfied all their other obligations under
such Securities and this Indenture (and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive such satisfaction and
discharge until otherwise terminated or discharged hereunder: (a) the rights of
Holders of outstanding Securities of such series to receive solely from the
trust fund described in Section 8.06, and as more fully set forth in such
Section, payments in respect of the principal of, and any premium and interest
on, such Securities when such payments are due, (b) the Company’s obligations
with respect to such Securities under Sections 2.06, 2.09, 2.10, 
2.12 and 4.04, (c) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and the Company’s obligations in connection therewith
(including, but not limited to, Section 7.07) and (d) this Article
Eight. Subject to compliance with this Article Eight, the Company may
exercise its option under this Section 8.03 notwithstanding the prior
exercise of its option under Section 8.04 with respect to the Securities
of a series.  




SECTION 8.04 Covenant Defeasance.
Upon the Company’s exercise under Section 8.02 of the option applicable
to this
Section 8.04 with respect to a series of Securities, the Company
shall be released from its obligations under the covenants contained in
Sections 4.02, 4.03, 4.07, 4.08 and 4.09 and
Article Five with respect to the outstanding Securities of such series on
and after the date the conditions set forth below are satisfied (hereinafter, “Covenant
Defeasance”), and the Securities of such series shall thereafter be deemed
not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Securities shall
not be deemed outstanding for accounting purposes). For this purpose, such
Covenant Defeasance means that, with respect to the outstanding Securities of
the applicable series, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section
6.01, but, except as specified above, the remainder of this Indenture and
such Securities shall be unaffected thereby. In addition, upon the Company’s
exercise under Section 8.02 of the option applicable to this
Section 8.04, with respect to a series of Securities, clauses (3) through
(7) of Section 6.01 shall not constitute Events of Default with regard to
such Securities.  

SECTION 8.05 Conditions to Legal or
Covenant Defeasance. The following shall be the conditions to application of
either Section 8.03 or Section 8.04 to the outstanding Securities
of a series:  

(a) The Company shall irrevocably have
deposited or cause to be deposited with the Trustee (or another trustee
satisfying the requirements of
Section 7.10 who shall agree to comply with the provisions of this
Article Eight applicable to it) as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of Securities of such series,
(a) cash in U.S. Legal Tender in an amount, or (b) U.S. Government Securities
which through the scheduled payment of principal and interest in respect thereof
in accordance with their terms will provide, not later than one day before the
due date of any payment, cash in U.S. Legal Tender in an amount, or (c) a
combination thereof, in such amounts, as will be sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee (or other qualifying
trustee) to pay (i) the principal of, and any premium and interest on, the
outstanding Securities of such series on each date on which such principal or
any premium or interest is due and payable or on any redemption date established
pursuant to the last paragraph of Section 8.06, and (ii) any mandatory
sinking fund payments on the dates on which such payments are due and payable in
accordance with the terms of this Indenture and of such Securities; provided
that the Trustee shall have been irrevocably instructed to apply such money or
the proceeds of such U.S. Government Securities to said payments with respect to
the Securities of such series;  

(b) In the case of an election under 
Section 8.03, the Company shall have delivered to the Trustee an Opinion of
Counsel confirming that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (ii) since the date
hereof, there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such opinion shall confirm
that, the Holders of the outstanding Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of
such Legal Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Legal Defeasance had not occurred;  

(c) In the case of an election under 
Section 8.04, the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of the outstanding Securities of such
series will not recognize income, gain or loss for federal income tax purposes
as a result of such Covenant Defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such Covenant Defeasance had not occurred;  

(d) 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 or, insofar as clauses (6) or (7) of Section 6.01
is concerned, at any time in the period ending on the 91st day after the date of
such deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period);  

(e) Such Legal Defeasance or Covenant
Defeasance shall not result in a breach or violation of, or constitute a default
under any other material agreement or instrument to which the Company is a party
or by which the Company is bound, and if the Securities of such series are
subordinated pursuant to Article Eleven, is not prohibited by Article
Eleven;  

(f) In the case of any election under 
Section 8.03 or
8.04, the Company shall have delivered to the Trustee an
Officers’Certificate stating that the deposit made by the Company pursuant to
its election under Section 8.03 or 8.04 was not made by the
Company with the intent of preferring the Holders over other creditors of the
Company or with the intent of defeating, hindering, delaying or defrauding
creditors of the Company or others; and  




(g) The Company shall have delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for relating to either the Legal
Defeasance under
Section 8.03 or the Covenant Defeasance under Section 8.04 (as the
case may be) have been complied with as contemplated by this Section 8.05.
 

SECTION 8.06 Deposited Money and U.S.
Government Securities to be Held in Trust; Other Miscellaneous Provisions.
Subject to Section 8.07, all money and U.S. Government Securities
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.06, the “Trustee”)
pursuant to Section 8.05 in respect of the outstanding Securities of a
series shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company or a Subsidiary
Guarantor, if any, acting as Paying Agent) as the Trustee may determine, to the
Holders of such Securities of all sums due and to become due thereon in respect
of principal and any premium and interest, but such money need not be segregated
from other funds except to the extent required by law.  

The Company shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
cash or U.S. Government Securities deposited pursuant to Section 8.05 or
the principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of the
outstanding Securities.  

Anything in this Article Eight
to the contrary notwithstanding, the Trustee shall deliver or pay to the Company
from time to time upon the Company’s request any money or U.S. Government
Securities held by it as provided in Section 8.05 which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.05(a)), are in excess of the amount thereof
which would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.  

Before or after the deposit pursuant to 
Section 8.05(b), the Company may make arrangements satisfactory to the
Trustee for the redemption of Securities of such series at a future date
pursuant to Article Three. 


SECTION 8.07 Repayment to Company. 
Any money deposited with the Trustee or any Paying Agent, or then held by the
Company, whether pursuant to this Article Eight or otherwise, in trust
for the payment of the principal of, and any premium and interest on, or
redemption price or mandatory sinking fund payment on, any Security which has
remained unclaimed for two years after such principal and any premium or
interest has become due and payable shall be paid to the Company on its request
(unless an abandoned property law designates another Person) or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Securities shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that
the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in The
New York Times and The Wall Street Journal (national edition), notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.  

SECTION 8.08 Reinstatement. If
the Trustee or Paying Agent is unable to apply any U.S. Legal Tender or U.S.
Government Securities in accordance with Section 8.03 or 8.04, as
the case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining, or otherwise prohibiting such application,
then the Company’s obligations under this Indenture and the Securities of the
applicable series shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.03 or 8.04 until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
this
Article Eight; provided, however, that, if the Company
makes any payment of principal of, or any premium or interest on, or redemption
price or mandatory sinking fund payment on, any Security of such series
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money held by the Trustee or Paying Agent. In the event the Company’s
obligations under this Indenture and the Securities of a series are revived and
reinstated pursuant to this Section 8.08, then this Indenture that was
released as a result of the Company’s exercise of its rights under this
Article Eight shall be revived and reinstated as though such release had
not occurred.  

ARTICLE NINE  

AMENDMENTS, SUPPLEMENTS AND WAIVERS  

SECTION 9.01 Without Consent of
Holders.  




The Company and the Trustee may amend
or supplement this Indenture or the Securities of any series without notice to
or consent of any Holder:  

(1) to cure any
ambiguity, omission, defect or inconsistency; provided that such modification
shall not adversely affect the Holders of any series in any material respect;
 

(2) to comply with 
Sections 5.01 and 10.03;  

(3) to add to, change
or eliminate any of the provisions of this Indenture; provided that any such
addition, change or elimination shall not be effective as to Securities of any
series outstanding prior to the date of such amendment or supplement;  

(4) to establish the
forms or terms of the Securities of any series issued hereunder;  

(5) to evidence the
acceptance or appointment by a separate Trustee or successor Trustee with
respect to one or more series of Securities or otherwise;  

(6) in the case of any
Securities that are designated as Subordinated Debt Securities, to make any
change in Article Ten that would limit or terminate the benefits
available to any holder of Senior Indebtedness (or Representatives therefor)
under Article Ten;  

(7) to reflect the
addition or release of any Guarantor, as provided for by this Indenture, or to
secure any of the Securities or the Guarantees;  

(8) to comply with any
requirements of the SEC in order to effect or maintain the qualification of this
Indenture under the TIA;  

(9) to provide for
uncertificated Securities in addition to certificated Securities;  

(10) to make provisions
with respect to the conversion of Securities of any series that are convertible
in accordance with the terms of such Securities; or  

(11) to make any change
that would provide any additional benefit or rights to the Holders of such
series or that does not adversely affect the rights of any Holder of such series
in any material respect.  

Upon the request of the Company,
accompanied by a Board Resolution of the Company authorizing the execution of
any such supplemental indenture, and upon receipt by the Trustee of the
documents described in
Section 9.06, the Trustee shall join with the Company in the execution of
any supplemental indenture authorized or permitted by the terms of this
Indenture and make any further appropriate agreements and stipulations that may
be therein contained.  

SECTION 9.02 With Consent of Holders.
Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture or the Securities of any series
with the consent (including consents obtained in connection with a tender offer
or exchange offer for Securities or a solicitation of consents in respect of
Securities) of the Holders of at least a majority in aggregate principal amount
of the Securities of each series affected by such amendment or supplement,
considered together as a single class.  

For purposes of this Indenture, the
consent of the Holder of a Global Security shall be deemed to include any
consent delivered by any member of, or participant in, the Depositary or such
other depositary institution hereinafter appointed by the Company by electronic
means in accordance with the Automated Tender Offer Procedures system or other
customary procedures of, and pursuant to authorization by, such entity.  

Upon the request of the Company,
accompanied by a Board Resolution of the Company authorizing the execution of
any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of the Holders as aforesaid, and upon receipt by the
Trustee of the Opinion of Counsel and Officers’ Certificate described in 
Section 9.06, the Trustee shall join with the Company in the execution of
such supplemental indenture. 


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

The Holders of a majority in aggregate
principal amount of the outstanding Securities of all series affected thereby,
considered together as a single class, may waive compliance in a particular
instance by the Company with any provision of this Indenture or the Securities
of any series (including waivers obtained in connection with a tender offer or
exchange offer for Securities or a solicitation of consents in respect of
Securities). However, without the consent of each Holder affected, an amendment,
supplement or waiver under this Section may not:  




(1) reduce the
percentage of principal amount of Securities whose Holders must consent to an
amendment, supplement or waiver of any provision of this Indenture or the
Securities;  

(2) reduce the rate or
change the time for payment of interest, including default interest, if any, on
the Securities of any series;  

(3) reduce the
principal amount of any Security or change the Maturity Date of the Securities
of any series;  

(4) reduce the amount
payable upon the redemption of any Security;  

(5) adversely affect
the conversion rights of any Security that is convertible in accordance with the
applicable provisions of such Security; 


(6) waive any Event of
Default under clauses (1) and (2) of
Section 6.01;  

(7) make any Security
payable in money other than that stated in such Security;  

(8) impair the right of
Holders of Securities of any series to receive payment of the principal of and
interest on Securities on the respective due dates therefor and to institute
suit for the enforcement of any such payment;  

(9) make any change in 
Sections 6.04 or 6.07 or in this sentence of this Section 9.02.
 

An amendment, supplement or waiver
which changes, waives or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or
more particular series of Securities, or which modifies the rights of the
Holders of Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this Indenture of the
Holders of Securities of any other series.  

SECTION 9.03 Compliance with Trust
Indenture Act. Every amendment to or supplement of this Indenture or the
Securities shall comply with the TIA as then in effect.  

SECTION 9.04 Revocation and Effect of
Consents. A consent to an amendment, supplement or waiver by a Holder of a
Security shall bind 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,
until an amendment, supplement or waiver becomes effective, any such Holder or
subsequent Holder may revoke the consent as to its Security or portion of a
Security. For such revocation to be effective, the Trustee must receive the
notice of revocation before the date the amendment, supplement or waiver becomes
effective.  

The Company may, but shall not be
obligated to, fix a record date for the purpose of determining the Holders
entitled to consent to any amendment, supplement or waiver. If the Company
elects to fix a record date for such purpose, the record date shall be fixed at
(i) the later of 30 days prior to the first solicitation of such consent or the
date of the most recent list of Holders furnished to the Trustee prior to such
solicitation pursuant to
Section 2.08, or (ii) such other date as the Company shall designate. If
a record date is fixed, then notwithstanding the provisions of the immediately
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
consent to such amendment, supplement or waiver or to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date. No consent shall be valid or effective for more than 90 days after
such record date unless consent from the Holders of the principal amount of
Securities required hereunder for such amendment, supplement or waiver to be
effective also shall have been given and not revoked within such 90-day period.



After an amendment, supplement or
waiver becomes effective, it shall bind every Holder unless it makes a change
described in any of clauses (1) through (9) of Section 9.02. In that case
the amendment, supplement 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 9.05 Notation on or Exchange
of Securities. If an amendment, supplement or waiver changes the terms of a
Security of any series, the Trustee may require the Holder of the Security to
deliver it to the Trustee. The Trustee may place an appropriate notation on the
Security about the changed terms and return it to the Holder. Alternatively, if
the Company or the Trustee so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms. Failure to make appropriate notation or issue a new
Security shall not affect the validity of any such amendment, supplement or
waiver.  




SECTION 9.06 Trustee Protected.
The Trustee shall sign any amendment, supplement or waiver authorized pursuant
to this Article if the amendment, supplement or waiver does not adversely affect
the rights of the Trustee. If it does adversely affect the rights of the
Trustee, the Trustee may but need not sign it. In signing such amendment,
supplement or waiver the Trustee shall be provided with, and (subject to 
Article Seven) shall be fully protected in relying upon, an Opinion of
Counsel and an Officers’ Certificate of the Company stating that such amendment,
supplement or waiver is authorized or permitted by and complies with this
Indenture.  

ARTICLE TEN  

SUBORDINATION OF SECURITIES  

SECTION 10.01 Applicability of
Article; Agreement to Subordinate. The provisions of this Article Ten
shall be applicable only to the Securities, and any related Guarantee of such
Securities, of any series designated, pursuant to Section 2.03, as
subordinated to Senior Indebtedness pursuant to this Article Ten (the
Securities of such series being referred to herein as the “Subordinated Debt
Securities”). Each Holder by accepting a Subordinated Debt Security agrees
that the Indebtedness evidenced by such Subordinated Debt Security and the
related Guarantee of such Subordinated Debt Security is subordinated in right of
payment, to the extent and in the manner provided in this Article Ten, to
the prior payment of all Senior Indebtedness and that the subordination is for
the benefit of and enforceable by the holders of Senior Indebtedness. All
provisions of this
Article Tenshall be subject to Section 10.12  

SECTION 10.02 Liquidation,
Dissolution, Bankruptcy.  

(a) Of the Company. Upon any
payment or distribution of the assets of the Company to creditors upon a total
or partial liquidation or a total or partial dissolution of the Company or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its property:  

(i) holders of Senior Indebtedness of
the Company shall be entitled to receive payment in full in cash of such Senior
Indebtedness (including interest (if any), accruing on or after the commencement
of a proceeding in bankruptcy, whether or not allowed as a claim against the
Company in such bankruptcy proceeding) before Holders of Subordinated Debt
Securities of the Company shall be entitled to receive any payment of principal
of, or any premium or interest on, Subordinated Debt Securities; and  

(ii) until the Senior Indebtedness of
the Company is paid in full, any such distribution to which Holders of
Subordinated Debt Securities would be entitled but for this Article Ten
shall be made to holders of Senior Indebtedness of the Company as their
interests may appear, except that such Holders may receive securities
representing Capital Stock of the Company and any debt securities of the Company
that are subordinated to Senior Indebtedness of the Company to at least the same
extent as the Subordinated Debt Securities of the Company.  

SECTION 10.03 Default on Senior
Indebtedness.  

(a) As to the Company. The
Company may not pay the principal of, or any premium or interest on,
Subordinated Debt Securities or make any deposit pursuant to Article Eight
with respect to such Subordinated Debt Securities and may not repurchase, redeem
or otherwise retire (except, in the case of Subordinated Debt Securities that
provide for a mandatory sinking fund pursuant to Section 3.08, by the
delivery of Subordinated Debt Securities by the Company to the Trustee pursuant
to
Sections 3.08 and 3.09) any Subordinated Debt Securities
(collectively, “pay the Subordinated Debt Securities”) if (i) any
principal, premium or interest in respect of Senior Indebtedness of the Company
is not paid when due, including any applicable grace period (including at
Maturity) or (ii) any other default on Senior Indebtedness of the Company occurs
and the Maturity of such Senior Indebtedness is accelerated in accordance with
its terms unless, in either case, the default has been cured or waived and any
such acceleration has been rescinded or such Senior Indebtedness has been paid
in full in cash; provided, however, that the Company may pay the
Subordinated Debt Securities without regard to the foregoing if the Company and
the Trustee receive written notice approving such payment from the
Representative of each issue of Designated Senior Indebtedness of the Company.
During the continuance of any default (other than a default described in clause
(i) or (ii) of the preceding sentence) with respect to any Designated Senior
Indebtedness of the Company pursuant to which the Maturity thereof may be
accelerated immediately without further notice (except such notice as may be
required to effect such acceleration) or the expiration of any applicable grace
periods, the Company may not pay the Subordinated Debt Securities for a period
(a “Payment Blockage Period”) commencing upon the receipt by the Company
and the Trustee of written notice of such default from the Representative of any
Designated Senior Indebtedness of the Company specifying an election to effect a
Payment Blockage Period (a “Blockage Notice”) and ending 179 days
thereafter (or earlier if such Payment Blockage Period is terminated by written
notice to the Trustee and the Company from the Person or Persons who gave such
Blockage Notice, by repayment in full in cash of such Designated Senior
Indebtedness or because the default giving rise to such Blockage Notice is no
longer continuing). Notwithstanding the provisions described in the immediately
preceding sentence (but subject to the provisions contained in the first
sentence of this Section 10.03(a)), unless the holders of such Designated
Senior Indebtedness or the Representative of such holders shall have accelerated
the Maturity of such Designated Senior Indebtedness, the Company may resume
payments on the Subordinated Debt Securities after such Payment Blockage Period.
Not more than one Blockage Notice may be given in any consecutive 360-day
period, irrespective of the number of defaults with respect to any number of
issues of Designated Senior Indebtedness during such period; provided, 
however, that in no event may the total number of days during which any
Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate
during any 360 consecutive day period. For purposes of this Section 10.03(a),
no default or event of default which existed or was continuing on the date of
the commencement of any Payment Blockage Period with respect to the Designated
Senior Indebtedness of the Company initiating such Payment Blockage Period shall
be, or be made, the basis of the commencement of a subsequent Payment Blockage
Period by the Representative of such Designated Senior Indebtedness, whether or
not within a period of 360 consecutive days, unless such default or event of
default shall have been cured or waived for a period of not less than 90
consecutive days.  




SECTION 10.04 Acceleration of Payment
of Debt Securities. If payment of the Subordinated Debt Securities is
accelerated because of an Event of Default, the Company shall promptly notify
the holders of the Designated Senior Indebtedness (or their Representatives) of
the acceleration.  

SECTION 10.05 When Distribution Must
Be Paid Over. If a distribution is made to Holders of Subordinated Debt
Securities that because of this Article Ten should not have been made to
them, the Holders who receive such distribution shall hold it in trust for
holders of Senior Indebtedness and pay it over to them as their interests may
appear.  

SECTION 10.06 Subrogation. After
all Senior Indebtedness is paid in full and until the Subordinated Debt
Securities are paid in full, Holders thereof shall be subrogated to the rights
of holders of Senior Indebtedness to receive distributions applicable to Senior
Indebtedness. A distribution made under this Article Ten to holders of
Senior Indebtedness which otherwise would have been made to Holders of
Subordinated Debt Securities is not, as between the Company and such Holders, a
payment by the Company or the Subsidiary Guarantor, as the case may be, on
Senior Indebtedness.  

SECTION 10.07 Relative Rights.
This Article Ten defines the relative rights of Holders of Subordinated
Debt Securities and holders of Senior Indebtedness. Nothing in this Indenture
shall:  

(a) impair, as between the Company and
Holders of either Subordinated Debt Securities or Securities, the obligation of
the Company, which is absolute and unconditional, to pay principal of, and any
premium and interest on, the Subordinated Debt Securities and the Securities in
accordance with their terms; or  

(b) prevent the Trustee or any Holder
of either Subordinated Debt Securities or Securities from exercising its
respective available remedies upon a Default, subject to the rights of holders
of Senior Indebtedness to receive distributions otherwise payable to Holders of
Subordinated Debt Securities.  

SECTION 10.08 Subordination May Not
Be Impaired by Company. No right of any holder of Senior Indebtedness to
enforce the subordination of the Indebtedness evidenced by any Subordinated Debt
Securities and the Guarantee in respect thereof shall be impaired by any act or
failure to act by the Company or any Subsidiary Guarantor or by its failure to
comply with this Indenture.  

SECTION 10.09 Rights of Trustee and
Paying Agent. Notwithstanding Section 10.03, the Trustee or any paying agent
may continue to make payments on Subordinated Debt Securities and shall not be
charged with knowledge of the existence of facts that would prohibit the making
of any such payments unless, not less than two Business Days prior to the date
of such payment, a Trust Officer receives notice satisfactory to the Trustee
that payments may not be made under this Article Ten. The Company, the
Registrar, any paying agent, a Representative or a holder of Senior Indebtedness
may give the notice; provided, however, that, if an issue of
Senior Indebtedness has a Representative, only the Representative may give the
notice on behalf of the Holders of the Senior Indebtedness of that issue.  

The Trustee in its individual or any
other capacity may hold Senior Indebtedness with the same rights it would have
if it were not Trustee. The Registrar and any paying agent may do the same with
like rights. The Trustee shall be entitled to all the rights set forth in this 
Article Ten with respect to any Senior Indebtedness which may at any time be
held by it, to the same extent as any other holder of Senior Indebtedness; and
nothing in
Article Seven shall deprive the Trustee of any of its rights as such
holder. Nothing in this Article Ten shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 7.07.  

SECTION 10.10 Distribution or Notice
to Representative. Whenever a distribution is to be made or a notice given
to holders of Senior Indebtedness, the distribution may be made and the notice
given to their Representative (if any).  

SECTION 10.11 Article Ten Not to
Prevent Defaults or Limit Right to Accelerate. The failure to make a payment
pursuant to any Subordinated Debt Securities, whether directly or pursuant to a
Guarantee, by reason of any provision in this Article Ten shall not be
construed as preventing the occurrence of a Default. Nothing in this Article
Ten shall have any effect on the right of the Holders or the Trustee to
accelerate the Maturity of either the Subordinated Debt Securities or the
Securities, as the case may be.  




SECTION 10.12 Trust Moneys Not
Subordinated. Notwithstanding anything contained herein to the contrary,
payments from money or the proceeds of U.S. Government Obligations held in trust
under Article Eight by the Trustee for the payment of principal of, and any
premium and interest on, the Subordinated Debt Securities or the Securities
shall not be subordinated to the prior payment of any Senior Indebtedness or
subject to the restrictions set forth in this Article Ten, and none of
the Holders thereof shall be obligated to pay over any such amount to the
Company or any holder of Senior Indebtedness of the Company or any other
creditor of the Company.  

SECTION 10.13 Trustee Entitled to
Rely. Upon any payment or distribution pursuant to this Article Ten,
the Trustee and the Holders shall be entitled to rely upon any order or decree
of a court of competent jurisdiction in which any proceedings of the nature
referred to in Section 10.02 are pending, upon a certificate of the
liquidating trustee or agent or other Person making such payment or distribution
to the Trustee or to such Holders or upon the Representatives for the holders of
Senior Indebtedness for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior
Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this
  Article Ten. In the event that the Trustee determines, in good faith,
that evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Ten, the Trustee may request such Person to furnish evidence
to the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and other facts pertinent to the
rights of such Person under this Article Ten, and, if such evidence is
not furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment. The
provisions of Sections 7.01 and 7.02 shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this Article Ten.
 

SECTION 10.14 Trustee to Effectuate
Subordination. Each Holder of a Subordinated Debt Security, by its
acceptance thereof, authorizes and directs the Trustee on its behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination between the Holders of Subordinated Debt Securities and the
holders of Senior Indebtedness as provided in this Article Ten and
appoints the Trustee as attorney-in-fact for any and all such purposes.  

SECTION 10.15 Reliance by Holders of
Senior Indebtedness on Subordination Provisions. Each Holder of a
Subordinated Debt Security, by its acceptance thereof, acknowledges and agrees
that the foregoing subordination provisions are, and are intended to be, an
inducement and a consideration to each holder of any Senior Indebtedness,
whether such Senior Indebtedness was created or acquired before or after the
issuance of the Subordinated Debt Securities, to acquire and continue to hold,
or to continue to hold, such Senior Indebtedness and such holder of Senior
Indebtedness shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness.  

ARTICLE ELEVEN  

SATISFACTION AND DISCHARGE  

SECTION 11.01 Satisfaction and
Discharge of Indenture. This Indenture shall upon Company Request cease to
be of further effect with respect to Securities of any series (except as to any
surviving rights of registration of transfer or exchange of such Securities or
conversion of such Securities herein expressly provided for), and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to such Securities,
when:  

(a) either  

(1) all such Securities
theretofore authenticated and delivered (other than (i) such Securities which
have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 2.10, and (ii) such Securities for whose payment
money has theretofore been, as provided in
Section 2.07, deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 8.07) have been delivered to the Trustee for
cancellation; or  

(2) all such Securities
not theretofore delivered to the Trustee for cancellation  

(A) have become due and payable,
 

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

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




and the Company in the case of (A),
(B) or (C) above, has irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust for this purpose an amount of money in the
currency or currency units in which such Securities are payable sufficient to
pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal of, and any premium and
interest thereon, to the Maturity Date or applicable redemption date, as the
case may be in accordance with the terms of this Indenture and such Securities;
 

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

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

Notwithstanding the satisfaction and
discharge of this Indenture with respect to Securities of any series, (i) the
obligations of the Company to the Trustee under Section 7.07 and the
right of the Trustee to resign under Section 7.08 shall survive, (ii) the
obligations of the Company in Sections 2.06, 2.07, 2.08, 
2.09,
2.10 and 2.11 and in Article 8 and this Article 11
shall survive until such Securities have been repaid in full, and (iii) if money
shall have been deposited with the Trustee pursuant to clause (2) of subsection
(a) of this Section, the obligations of the Company and/or the Trustee under
Sections 2.08, 4.04, 7.01(f), 8.07and 12.02
shall survive such satisfaction and discharge.  

SECTION 11.02 Application of Trust
Money. Subject to the provisions of Section 8.07, all money deposited
with the Trustee pursuant to Section 11.01 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.
 

ARTICLE TWELVE  

MISCELLANEOUS  

SECTION 12.01 Trust Indenture Act
Controls. Whether prior to or following the qualification of this Indenture
under the TIA, if any provision of this Indenture limits, qualifies, or
conflicts with the duties imposed by operation of TIA Section 318(c) upon an
indenture qualified under the TIA, the imposed duties shall control under this
Indenture.  

SECTION 12.02 Notices. Any notice
or communication to the Company, any Subsidiary Guarantor or the Trustee or any
Agent shall be sufficiently given if in writing and delivered in person or
mailed by certified or registered mail (return receipt requested), facsimile,
telecopier or overnight courier guaranteeing next day delivery, addressed as
follows:  

	 	If to the Company: 	 
	 	 	 	 
	 	 	Orgenesis Inc. 	 
	 	 	20271 Goldenrod Lane 	 
	 	 	Germantown, Maryland 20876 	 
	 	 	Attention: Secretary 	 
	 	 	Fax: (___) ________________________	 
	 	 	 	 
	 	If to the Trustee or any Agent: 	 
	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	Attention: Corporate Trust Administration 	 
	 	 	Fax: 	 


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

The Trustee agrees to accept and act
upon instructions or directions pursuant to this Indenture sent by unsecured e-mail,pdf,
facsimile transmission or other similar unsecured electronic methods, provided,
however, that the Trustee shall have received an incumbency certificate listing
persons designated to give such instructions or directions and containing
specimen signatures of such designated persons, which such incumbency
certificate shall be amended and replaced whenever a person is to be added or
deleted from the listing. If the Company elects to give the Trustee e-mail or
facsimile instructions (or instructions by a similar electronic method) and the
Trustee in its reasonable discretion elects to act upon such instructions, the
Trustee’s reasonable understanding of such instructions shall be deemed
controlling. The Trustee shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Trustee’s reasonable reliance upon and
compliance with such instructions notwithstanding such instructions conflict or
are inconsistent with a subsequent written instruction. The Company agrees to
assume all risks arising out of incidents of actual use by the Company of such
electronic methods to submit instructions and directions to the Trustee,
including without limitation the risk of the Trustee acting on unauthorized
instructions and the risk of interception by third parties.  




All notices and communications
described above shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five Business Days after being deposited in
the mail, postage prepaid, if mailed; when receipt acknowledged, if faxed or
telecopied; and the next Business Day after timely delivery to the courier, if
sent by overnight courier guaranteeing next day delivery.  

Any notice or communication mailed to a
Holder shall be mailed by first-class mail to the address for such Holder
appearing on the Register and shall be sufficiently given to such Holder if so
mailed within the time prescribed. Failure to mail a notice or communication to
a Holder or any defect in it shall not affect its sufficiency with respect to
other Holders. In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.  

If a notice or communication is mailed
in the manner provided above, it is duly given, whether or not the addressee
receives it. If the Company mails notice or communications to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.  

Notwithstanding any other provision of
this Indenture or any Security, where this Indenture or any Security provides
for notice of any event (including any notice of redemption) to a Holder of a
Global Security (whether by mail or otherwise), such notice also shall be
sufficiently given if given to the Depositary for such Security (or its
designee), pursuant to the customary procedures of such Depositary, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice.  

SECTION 12.03 Communication by
Holders with Other Holders. Holders may communicate pursuant to TIA Section
312(b) with other Holders with respect to their rights under this Indenture or
the Securities. The Company, the Subsidiary Guarantors, the Trustee and any
Agent shall have the protection of TIA Section 312(c).  

SECTION 12.04 Certificate and Opinion
as to Conditions Precedent. Upon any request or application by the Company
or any Subsidiary Guarantor to the Trustee to take any action under this
Indenture, the Company or such Subsidiary Guarantor, as the case may be, shall
furnish to the Trustee: 


(1) an Officers’
Certificate (which shall include the statements set forth in Section 13.05)
stating that, in the opinion of the signers, the 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, such conditions precedent
have been complied with.  

SECTION 12.05 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
each 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 each 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 each such person, such covenant or condition
has been complied with.  

SECTION 12.06 Rules by Trustee and
Agents. The Trustee may make reasonable rules for actions taken by, or
meetings or consents of, Holders. The Registrar, Paying Agent or Conversion
Agent may make reasonable rules for its functions.  

SECTION 12.07 Legal Holidays. A “Legal
Holiday” is a Saturday, a Sunday, or a day on which banks and trust
companies in The City of New York are not required by law or executive order to
be open. If a payment date is a Legal Holiday at a Place of Payment, payment may
be made at such place on the next succeeding day that is not a Legal Holiday,
without additional interest.  

SECTION 12.08 Governing Law. THIS
INDENTURE AND THE SECURITIES AND THE GUARANTEES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE
APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY, EXCEPT
TO THE EXTENT THAT THE LAWS OF THE STATE OF NEW YORK WOULD REQUIRE THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION REGARDING THE VALIDITY OF THE
SECURITIES.  

SECTION 12.09 No Adverse
Interpretation of Other Agreements. This Indenture may not be used to
interpret another indenture, loan or debt agreement of the Company. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.
 

SECTION 12.10 No Recourse Against
Others. Obligations of the Company and the Subsidiary Guarantors under this
Indenture, the Guarantees and the Securities hereunder are payable only out of
the respective cash flow and assets of the Company and the Subsidiary
Guarantors. The Trustee, and each Holder of a Security by its acceptance
thereof, will be deemed to have agreed in this Indenture that no director,
officer, employee, or shareholder, as such, of the Company, the Subsidiary
Guarantors, the Trustee, or any Affiliate of any of the foregoing entities shall
have any personal liability in respect of the obligations of the Company or the
Subsidiary Guarantors under this Indenture, the Guarantees or such Securities by
reason of his, her or its status. The agreements set forth in this Section are
part of the consideration for the issuance of the Securities.  

SECTION 12.11 Successors. All
agreements of the Company in this Indenture, the Securities and the Guarantees
shall bind their respective successors. All agreements of the Trustee in this
Indenture shall bind its successor.  

SECTION 12.12 Duplicate Originals.
The parties may sign any number of copies of this Indenture. Each signed copy
shall be an original, but all of them together represent the same instrument.
 

SECTION 12.13 Severability. In
case any provision in this Indenture or in the Securities shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
 

SECTION 12.14 Force Majeure. In
no event shall the Trustee be responsible or liable for any failure or delay in
the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances.
 

SECTION 12.15 Waiver of Jury Trial.
EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR
THE TRANSACTION CONTEMPLATED HEREBY.  




SIGNATURES  

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