EXHIBIT
      4.7

     

    ICO
      GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

    ISSUER

    


    AND

    


    [TRUSTEE],

    TRUSTEE

    


    
      
        

      

    

    


    INDENTURE

    DATED
      AS OF [__], 20__ 

     

    
      
 

    SUBORDINATED
      DEBT SECURITIES

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


    
      	
              ARTICLE
                I

            	
              4

            
	 	 
	
              DEFINITIONS

            	
              4

            
	 	 
	
              1.1

            	
              Definitions
                of Terms

            	
              4

            
	 	 	 
	
              ARTICLE
                II

            	
              8

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

            	
              8

            
	 	 
	
              2.1

            	
              Designation
                and Terms of Securities

            	
              8

            
	
              2.2

            	
              Form
                of Securities and Trustee’s Certificate

            	
              10

            
	
              2.3

            	
              Denominations:
                Provisions for Payment

            	
              11

            
	
              2.4

            	
              Execution
                and Authentications

            	
              12

            
	
              2.5

            	
              Registration
                of Transfer and Exchange

            	
              12

            
	
              2.6

            	
              Temporary
                Securities

            	
              13

            
	
              2.7

            	
              Mutilated,
                Destroyed, Lost or Stolen Securities

            	
              13

            
	
              2.8

            	
              Cancellation

            	
              14

            
	
              2.9

            	
              Benefits
                of Indenture

            	
              14

            
	
              2.10

            	
              Authenticating
                Agent

            	
              14

            
	
              2.11

            	
              Global
                Securities

            	
              15

            
	 	 	 
	
              ARTICLE
                III

            	
              15

            
	 	 
	
              REDEMPTION
                OF SECURITIES AND SINKING FUND PROVISIONS

            	
              15

            
	 	 
	
              3.1

            	
              Redemption

            	
              15

            
	
              3.2

            	
              Notice
                of Redemption

            	
              15

            
	
              3.3

            	
              Payment
                upon Redemption

            	
              16

            
	
              3.4

            	
              Sinking
                Fund

            	
              17

            
	
              3.5

            	
              Satisfaction
                of Sinking Fund Payments with Securities

            	
              17

            
	
              3.6

            	
              Redemption
                of Securities for Sinking Fund

            	
              17

            
	
              3.7

            	
              Conversion
                Arrangement on Call for Redemption

            	
              17

            
	 	 	 
	
              ARTICLE
                IV

            	
              18

            
	 	 
	
              COVENANTS

            	
              18

            
	 	 
	
              4.1

            	
              Payment
                of Principal, Premium and Interest

            	
              18

            
	
              4.2

            	
              Maintenance
                of Office or Agency

            	
              18

            
	
              4.3

            	
              Paying
                Agents

            	
              18

            
	
              4.4

            	
              Appointment
                to Fill Vacancy in Office of Trustee

            	
              19

            
	
              4.5

            	
              Compliance
                with Consolidation Provisions

            	
              19

            
	 	 	 
	
              ARTICLE
                V

            	
              19

            
	 	 
	
              SECURITYHOLDERS’
                LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

            	
              19

            
	 	 
	
              5.1

            	
              Company
                to Furnish Trustee Names and Addresses of Securityholders

            	
              19

            
	
              5.2

            	
              Preservation
                of Information; Communications with Securityholders

            	
              20

            
	
              5.3

            	
              Reports
                by the Company

            	
              20

            
	
              5.4

            	
              Reports
                by the Trustee

            	
              20

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                VI

            	
              20

            
	 	 
	
              REMEDIES
                OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF
                DEFAULT

            	
              20

            
	 	 
	
              6.1

            	
              Events
                of Default

            	
              20

            
	
              6.2

            	
              Collection
                of Indebtedness and Suits for Enforcement by Trustee

            	
              22

            
	
              6.3

            	
              Application
                of Monies Collected

            	
              23

            
	
              6.4

            	
              Limitation
                on Suits

            	
              23

            
	
              6.5

            	
              Rights
                and Remedies Cumulative; Delay or Omission Not Waiver

            	
              24

            
	
              6.6

            	
              Control
                by Securityholders; Waivers of Past Defaults

            	
              24

            
	
              6.7

            	
              Undertaking
                to Pay Costs

            	
              25

            
	 	 	 
	
              ARTICLE
                VII

            	
              25

            
	 	 
	
              CONCERNING
                THE TRUSTEE

            	
              25

            
	 	 
	
              7.1

            	
              Certain
                Duties and Responsibilities of Trustee

            	
              25

            
	
              7.2

            	
              Certain
                Rights of Trustee

            	
              26

            
	
              7.3

            	
              Trustee
                not Responsible for Recitals or Issuance or Securities

            	
              27

            
	
              7.4

            	
              May
                Hold Securities

            	
              27

            
	
              7.5

            	
              Monies
                Held in Trust

            	
              27

            
	
              7.6

            	
              Compensation
                and Reimbursement

            	
              27

            
	
              7.7

            	
              Reliance
                on Officers’ Certificate

            	
              28

            
	
              7.8

            	
              Disqualification;
                Conflicting Interests

            	
              28

            
	
              7.9

            	
              Corporate
                Trustee Required; Eligibility

            	
              28

            
	
              7.10

            	
              Resignation
                and Removal; Appointment of Successor

            	
              28

            
	
              7.11

            	
              Acceptance
                of Appointment by Successor

            	
              29

            
	
              7.12

            	
              Merger,
                Conversion, Consolidation or Succession to Business

            	
              30

            
	
              7.13

            	
              Preferential
                Collection of Claims Against the Company

            	
              30

            
	
              7.14

            	
              Notice
                of Default

            	
              30

            
	 	 	 
	
              ARTICLE
                VIII

            	
              30

            
	 	 
	
              CONCERNING
                THE SECURITYHOLDERS

            	
              30

            
	 	 
	
              8.1

            	
              Evidence
                of Action by Securityholders

            	
              30

            
	
              8.2

            	
              Proof
                of Execution by Securityholders

            	
              31

            
	
              8.3

            	
              Who
                May be Deemed Owners

            	
              32

            
	
              8.4

            	
              Certain
                Securities Owned by Company Disregarded

            	
              32

            
	
              8.5

            	
              Right
                of Revocation of Action Taken; Actions Binding on Future
                Securityholders

            	
              32

            
	 	 	 
	
              ARTICLE
                IX

            	
              32

            
	 	 
	
              SUPPLEMENTAL
                INDENTURES

            	
              32

            
	 	 
	
              9.1

            	
              Supplemental
                Indentures Without the Consent of Securityholders

            	
              32

            
	
              9.2

            	
              Supplemental
                Indentures With Consent of Securityholders

            	
              34

            
	
              9.3

            	
              Effect
                of Supplemental Indentures

            	
              34

            
	
              9.4

            	
              Securities
                Affected by Supplemental Indentures

            	
              34

            
	
              9.5

            	
              Execution
                of Supplemental Indentures

            	
              34

            
	 	 	 
	
              ARTICLE
                X

            	
              35

            
	 	 
	
              SUCCESSOR
                ENTITY

            	
              35

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              10.1

            	
              Company
                May Consolidate, Etc.

            	
              35

            
	
              10.2

            	
              Successor
                Entity Substituted

            	
              35

            
	
              10.3

            	
              Evidence
                of Consolidation, Etc. to Trustee

            	
              35

            
	 	 	 
	
              ARTICLE
                XI

            	
              36

            
	 	 
	
              SATISFACTION
                AND DISCHARGE

            	
              36

            
	 	 
	
              11.1

            	
              Satisfaction
                and Discharge of Indenture

            	
              36

            
	
              11.2

            	
              Discharge
                of Obligations

            	
              36

            
	
              11.3

            	
              Deposited
                Monies to be Held in Trust

            	
              36

            
	
              11.4

            	
              Payment
                of Monies Held by Paying Agents

            	
              36

            
	
              11.5

            	
              Repayment
                to Company

            	
              36

            
	 	 	 
	
              ARTICLE
                XII

            	
              37

            
	 	 
	
              IMMUNITY
                OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
                DIRECTORS

            	
              37

            
	 	 
	
              ARTICLE
                XIII

            	
              37

            
	 	 
	
              MISCELLANEOUS
                PROVISIONS

            	
              37

            
	 	 
	
              13.1

            	
              Effect
                on Successors and Assigns

            	
              37

            
	
              13.2

            	
              Actions
                by Successor

            	
              37

            
	
              13.3

            	
              Surrender
                of Company Powers

            	
              37

            
	
              13.4

            	
              Notices

            	
              37

            
	
              13.5

            	
              Governing
                Law

            	
              37

            
	
              13.6

            	
              Treatment
                of Securities as Debt

            	
              38

            
	
              13.7

            	
              Certificates
                and Opinions as to Conditions Precedent

            	
              38

            
	
              13.8

            	
              Payments
                on Business Days

            	
              38

            
	
              13.9

            	
              Conflict
                with Trust Indenture Act

            	
              38

            
	
              13.10

            	
              Counterparts

            	
              38

            
	
              13.11

            	
              Separability

            	
              38

            
	
              13.12

            	
              Compliance
                Certificates

            	
              38

            
	
              13.13

            	
              Effect
                of Headings and Table of Contents

            	
              39

            
	 	 	 
	
              ARTICLE
                XIV

            	
              39

            
	 	 
	
              SUBORDINATION
                OF SECURITIES

            	
              39

            
	 	 
	
              14.1

            	
              Agreement
                to Subordinate

            	
              39

            
	
              14.2

            	
              Distribution
                on Dissolution, Liquidation and Reorganization; Subrogation of
                Securities

            	
              39

            
	
              14.3

            	
              No
                Payment on Securities in Certain Circumstances

            	
              40

            
	
              14.4

            	
              Payments
                on Securities Permitted

            	
              41

            
	
              14.5

            	
              Authorization
                of Holders to Trustee to Effect Subordination

            	
              41

            
	
              14.6

            	
              Notices
                to Trustee

            	
              41

            
	
              14.7

            	
              Trustee
                as Holder of Senior Indebtedness

            	
              42

            
	
              14.8

            	
              Modifications
                of Terms of Senior Indebtedness

            	
              42

            
	
              14.9

            	
              Reliance
                on Judicial Order or Certificate of Liquidating Agent

            	
              42

            


    

    


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    INDENTURE

    


    INDENTURE,
      dated
      as of [●], 20__, among ICO
      Global Communications (Holdings) Limited, a
      Delaware corporation (the “Company”), and [TRUSTEE],
      as
      trustee (the “Trustee”):

     

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

     

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

     

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

     

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

     

    ARTICLE
      I

    DEFINITIONS

     

    1.1 Definitions
      of Terms.
      The
      terms defined in this Section (except as otherwise expressly provided in this
      Indenture or any indenture supplemental hereto or unless the context otherwise
      requires) for all purposes of this Indenture and of any indenture supplemental
      hereto shall have the respective meanings specified in this Section and shall
      include the plural as well as the singular. All other terms used in this
      Indenture that are defined in the Trust Indenture Act, or that are by reference
      in the Trust Indenture Act defined in the Securities Act (except as otherwise
      expressly provided herein or any indenture supplemental hereto or unless the
      context otherwise requires), shall have the meanings assigned to such terms
      in
      the Trust Indenture Act and in the Securities Act as in force at the date of
      the
      execution of this instrument, except as provided in Section 9.2. The terms
“cash transaction” and “self-liquidating paper,” as used in Section 311 of
      the Trust Indenture Act (except as otherwise expressly provided herein or any
      indenture supplemental hereto or unless the context otherwise requires), shall
      have the meanings assigned to such terms in the rules of the Commission adopted
      under the Trust Indenture Act as in force at the date of the execution of this
      instrument. All accounting terms not otherwise defined herein or in any
      indenture supplemental hereto (except as otherwise expressly provided herein
      or
      in any indenture supplemental hereto or unless the context otherwise requires)
      shall have the meanings assigned to them in accordance with generally accepted
      accounting principles and, except as otherwise expressly provided herein or
      in
      any indenture supplemental hereto or unless the context otherwise requires,
      the
      term “generally accepted accounting principles” with respect to any computation
      required or permitted hereunder or under any indenture supplemental hereto
      shall
      mean such accounting principles as are generally accepted in the United States
      of America at the date of the execution of this instrument. The words “herein,”
“hereof” and “hereunder” and other words of similar import refer to this
      Indenture as a whole and not to any particular Article, Section or other
      subdivision.

     

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

     

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

     

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

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    “Certificate”
      means a
      certificate signed by any Officer. The Certificate need not comply with the
      provisions of Section 13.7 or contain the statements required by the Trust
      Indenture Act.

     

    “Commission”
      means
      the Securities and Exchange Commission.

     

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

     

    “Corporate
      Trust Office”
      means
      the office of the Trustee at which, at any particular time, its corporate trust
      business shall be principally administered, which office at the date hereof
      is
      located _________________.

     

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

     

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

     

    “Default
      Notice”
      has the
      meaning specified in Section 14.3.

     

    “Defaulted
      Interest”
      has the
      meaning specified in Section 2.3.

     

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

     

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

     

    “Entity”
      means
      any Person, other than an individual, government or political subdivision or
      an
      agency or instrumentality thereof.

     

    “Event
      of Default”
      has the
      meaning specified in Section 6.1.

     

    “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as amended (or any successor act), and
      the
      rules and regulations thereunder (or respective successors
      thereto).

     

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

     

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

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    “Market
      Exchange Rate”
      has the
      meaning specified in Section 8.1.

     

    “Officer”
      means,
      with respect to the Company, the chairman of the Board of Directors, a chief
      executive officer, a president, a chief financial officer, a chief operating
      officer, any executive vice president, any senior vice president, any vice
      president, the treasurer or any assistant treasurer, the controller or any
      assistant controller, the secretary or any assistant secretary or other
      authorized representative of the Company.

     

    “Officers’
      Certificate”
      means a
      certificate signed by any two Officers. Each such certificate shall include
      the
      statements provided for in Section 13.7, if and to the extent required by
      the provisions thereof.

     

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

     

    “Original
      Issue Discount Security”
      means
      any Security that provides for an amount less than the principal amount thereof
      to be due and payable upon redemption or a declaration of acceleration of the
      maturity thereof pursuant to Section 6.1.

     

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

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    “Responsible
      Officer”
      when
      used with respect to the Trustee means the chairman of its board of directors,
      the chief executive officer, the president, any vice president, the secretary,
      the treasurer, any trust officer, any corporate trust officer or any other
      officer or assistant officer of the Trustee customarily performing functions
      similar to those performed by the Persons who at the time shall be such
      officers, respectively, or to whom any corporate trust matter is referred
      because of his or her knowledge of and familiarity with the particular subject
      and who shall have direct responsibility for administration of this Indenture.
      

     

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

     

    “Securities
      Act”
      means
      the Securities Act of 1933, as amended (or any successor act), and the rules
      and
      regulations thereunder (or respective successors thereto).

     

    “Security
      Register”
      and
“Security
      Registrar”
      have the
      meanings specified in Section 2.5. 

     

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

     

    “Senior
      Indebtedness” means
      the
      principal of (and premium, if any, on) and unpaid interest, if any, on
      (a) indebtedness of the Company (including indebtedness of others
      guaranteed by the Company), whether outstanding on the date hereof or thereafter
      created, incurred, assumed or guaranteed, for money borrowed, unless in the
      instrument creating or evidencing the same or pursuant to which the same is
      outstanding it is provided that such indebtedness is not senior or prior in
      right of payment to the Securities, and (b) renewals, extensions,
      modifications and refundings of any such indebtedness.

     

    “Specified
      Currency”
      has the
      meaning specified in Section 8.1.

     

    “Subsidiary”
      means,
      with respect to any Person, (a) any corporation, joint-stock company,
      limited liability company, association or business trust at least a majority
      of
      whose outstanding Voting Stock shall at the time be owned, directly or
      indirectly, by such Person or by one or more of its Subsidiaries or by such
      Person and one or more of its Subsidiaries, (b) any general partnership,
      joint venture or similar Entity, at least a majority of whose outstanding
      partnership or similar interests shall at the time be owned by such Person,
      or
      by one or more of its Subsidiaries, or by such Person and one or more of its
      Subsidiaries and (c) any limited partnership of which such Person or any of
      its Subsidiaries is a general partner. 

     

    
      
        
        

      

      
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    “Trust
      Indenture Act”
      means
      the Trust Indenture Act of 1939, as amended, as in force at the date of the
      execution of this instrument, except as provided in
      Section 9.2.

     

    “Trustee”
      means
      the Person named as the “Trustee” in the first paragraph of this Indenture until
      a successor Trustee shall have become such pursuant to the applicable provisions
      of this Indenture, and thereafter, “Trustee” shall mean such successor Person;
      provided, that if at any time there is more than one Person acting in such
      capacity hereunder, “Trustee” as used with respect to a particular series of the
      Securities shall mean only the trustee with respect to Securities of that
      series. 

     

    “United
      States”
      means,
      unless otherwise specified with respect to any Securities pursuant to
      Section 2.1, the United States of America (including the states thereof and
      the District of Columbia), its territories, its possessions and other areas
      subject to its jurisdiction.

     

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

     

    “Yield
      to Maturity”
      means,
      in the case of any Original Issue Discount Security, the yield to maturity
      specified in such Security or in a Board Resolution or indenture supplemental
      to
      this Indenture related thereto.

     

    ARTICLE
      II

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

     

    2.1 Designation
      and Terms of Securities. 

     

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

     

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

     

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

     

    (iii) the
      date
      or dates, or the method by which such date or dates shall be determined or
      extended, on which the principal of the Securities of the series is payable,
      the
      principal amount due at maturity, and the right, if any, to extend the maturity
      and the duration of such extension;

     

    (iv) the
      rate
      or rates at which the Securities of the series shall bear interest, if any,
      or
      the method by which such rate or rates shall be determined; 

     

    (v) the
      date
      or dates from which such interest shall accrue or the method by which such
      date
      or dates shall be determined, the Interest Payment Dates on which such interest
      shall be payable or the method by which such Interest Payment Dates shall be
      determined and the record dates for the determination of Securityholders to
      whom
      interest is payable on any such Interest Payment Dates or the method by which
      such record dates shall be determined; 

     

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

     

    
      
        
        

      

      
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    (vii) the
      place
      or places where the principal and any interest on Securities of the series
      shall
      be payable;

     

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

     

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

     

    (x) the
      form
      of the Securities of the series including the form of the Trustee’s certificate
      of authentication for such series;

     

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

     

    (xii) if
      the
      amount of payments of principal of and/or interest on the Securities of the
      series may be determined by reference to an index based on coin or currency
      (including composite currencies or currency units) other than that in which
      the
      Securities of the series are stated to be payable or with reference to any
      other
      index, the manner in which such amounts shall be determined;

     

    (xiii) if
      the
      Securities of the series are Original Issue Discount Securities, the price
      at
      which and the date on which the Securities of the series are to be issued and
      the Yield to Maturity at the time of issuance of such series;

     

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

     

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

     

    (xvi) provisions,
      if any, granting special rights to the holders of Securities of the series
      upon
      the occurrence of such events as may be specified;

     

    (xvii) if
      other
      than the principal amount thereof, the portion of the principal amount of
      Securities of the series which shall be payable upon declaration of acceleration
      of the maturity thereof pursuant to Section 6.1 or provable in bankruptcy
      pursuant to Section 6.2, or the method by which such portion shall be
      determined;

     

    (xviii) any
      deletions from, modifications of or additions to the Event of Default or
      covenants of the Company with respect to the Securities of the series, whether
      such Events of Default or covenants are consistent with the Events of Default
      or
      covenants set forth herein;

     

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

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (xx) if
      other
      than dollars, the coin or currency (including composite currencies or currency
      units) in which the Securities of the series shall be denominated and, if
      different, the coin or currency (including composite currencies or currency
      units) in which payment of the principal of and/or interest on the Securities
      of
      the series shall be payable and the manner and time of determining the exchange
      rate between the coin or currency in which such Securities are denominated
      and
      the coin or currency in which such Securities are to be payable;

     

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

     

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

     

    (xxiii) the
      subordination terms of the Securities of the series; and

     

    (xxiv) any
      deletions from, modifications of or additions to Article XIV or the definitions
      related thereto, whether such deletions, modifications or additions are
      consistent with such Article and definitions;

     

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

     

    All
      Securities of any one series shall be substantially identical except such
      Securities may differ as to denomination, interest rate and maturity and except
      as may otherwise be provided in or pursuant to any such Board Resolution or
      in
      any indenture supplemental hereto. Securities of any particular series may
      be
      issued at various times, with different dates on which the principal or any
      installment of principal is payable, with different rates of interest, if any,
      or different methods by which rates of interest may be determined, with
      different dates on which such interest may be payable and with different
      redemption dates, but shall for all purposes under this Indenture be treated
      as
      Securities of a single series.

     

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

     

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

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    2.3 Denominations:
      Provisions for Payment.
      The
      Securities shall be issuable as registered securities without coupons and in
      the
      denominations as specified in Section 2.1. In the absence of any such
      specification with respect to the Securities of any series, the Securities
      of
      such series shall be issuable in denominations of $1,000 (or if such Securities
      are denominated in a currency other than dollars, 1,000 units of such other
      currency or composite currency or currency units) and any integral multiple
      thereof. The Securities of a particular series shall bear interest, if any,
      payable on the dates and at the rate specified with respect to that series
      as
      contemplated by Section 2.1. Except as otherwise specified pursuant to
      Section 2.1, the principal of and the interest, if any, on the Securities
      of any series, as well as any premium thereon, if any, in case of redemption
      thereof prior to maturity, shall be payable in dollars, at the office or agency
      of the Company maintained for that purpose in the Borough of Manhattan, the
      City
      and State of New York. Each Security shall be dated the date of its
      authentication. Except as otherwise specified pursuant to Section 2.1,
      interest, if any, on the Securities of each series shall be computed on the
      basis of a 360-day year composed of twelve 30-day months. 

     

    Except
      as
      otherwise specified pursuant to Section 2.1, any interest on any Security
      of any series that is payable, and is punctually paid or duly provided for,
      on
      any Interest Payment Date for Securities of that series shall be paid to the
      Person in whose name such Security (or one or more Predecessor Securities)
      is
      registered at the close of business on the regular record date for such Interest
      Payment Date. In the event that any Security of a particular series or portion
      thereof is called for redemption and the redemption date is subsequent to a
      regular record date with respect to any Interest Payment Date and prior to
      such
      Interest Payment Date, interest on such Security will be paid upon presentation
      and surrender of such Security as provided in Section 3.3.

     

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

     

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

     

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

     

    Unless
      otherwise set forth in a Board Resolution or one or more indentures supplemental
      hereto establishing the terms of any series of Securities pursuant to
      Section 2.1, the term “regular
      record date”
as
      used
      in this Section and Section 5.1 with respect to the Securities of any
      series and any Interest Payment Date for such series shall mean either the
      fifteenth day of the month immediately preceding the month in which an Interest
      Payment Date established for such series pursuant to Section 2.1 shall
      occur, if such Interest Payment Date is the first day of a month, or the first
      day of the month in which an Interest Payment Date established for such series
      pursuant to Section 2.1 shall occur, if such Interest Payment Date is the
      fifteenth day of a month, whether such date is a Business Day. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

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

     

    2.4 Execution
      and Authentications.
      The
      Securities shall be signed on behalf of the Company by one of its Officers.
      Signatures may be in the form of a manual or facsimile signature. 

     

    The
      Company may use the facsimile signature of any Person who shall have been an
      Officer, notwithstanding the fact that at the time the Securities shall be
      authenticated and delivered or disposed of such Person shall have ceased to
      be
      such an Officer. 

     

    At
      any
      time and from time to time after the execution and delivery of this Indenture,
      the Company may deliver Securities of any series executed by the Company to
      the
      Trustee for authentication, together with a written order of the Company for
      the
      authentication and delivery of such Securities, signed by an Officer, and the
      Trustee in accordance with such written order shall authenticate and deliver
      such Securities. 

     

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

     

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

     

    The
      Trustee shall not be required to authenticate Securities denominated in a coin
      or currency other than dollars if the Trustee reasonably determines that such
      Securities impose duties or obligations on the Trust that the Trustee is not
      able or reasonably willing to accept; provided that the Trustee, upon the
      request of the Company, will resign as Trustee with respect to Securities of
      any
      series as to which such a determination is made, prior to the issuance of such
      Securities, and will comply with the request of the Company to execute and
      deliver an indenture supplemental hereto appointing a successor Trustee pursuant
      to Section 7.10.

     

    Unless
      a
      certificate of authentication, substantially in the form specified pursuant
      to
      Section 2.1, set forth on a Security has been executed by the Trustee or
      the Authenticating Agent, as the case may be, by the manual signature of one
      of
      its authorized signatories, such Securities shall not be entitled to the
      benefits of this Indenture and such Security shall not be valid or obligatory
      for any purpose. Such certificate by the Trustee or the Authenticating Agent,
      as
      the case may be, upon any Security executed by the Company shall be conclusive
      evidence that the Security so authenticated has been duly authenticated and
      delivered hereunder and that the Securityholder thereof is entitled to the
      benefits of this Indenture.

     

    2.5 Registration
      of Transfer and Exchange. 

     

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

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (b) The
      Company shall keep, or cause to be kept, at its office or agency designated
      for
      such purpose in the Borough of Manhattan, the City and State of New York, or
      such other location designated by the Company, a register or registers (herein
      referred to as the “Security
      Register”)
      in
      which, subject to such reasonable regulations as it may prescribe, the Company
      shall register the Securities and the transfers of Securities as in this Article
      provided and which at all reasonable times shall be open for inspection by
      the
      Trustee. The registrar for the purpose of registering Securities and transfer
      of
      Securities as herein provided shall be appointed as authorized by Board
      Resolution (the “Security
      Registrar”).
      

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    Every
      replacement Security issued pursuant to the provisions of this Section shall
      constitute an additional contractual obligation of the Company whether the
      mutilated, destroyed, lost or stolen Security shall be found at any time, or
      be
      enforceable by anyone, and shall be entitled to all the benefits of (but shall
      be subject to all the limitations of rights set forth in) this Indenture equally
      and proportionately with any and all other Securities of the same series duly
      issued hereunder. All Securities shall be held and owned upon the express
      condition that the foregoing provisions are exclusive with respect to the
      replacement or payment of mutilated, destroyed, lost or stolen Securities,
      and
      shall preclude (to the extent lawful) any and all other rights or remedies,
      notwithstanding any law or statute existing or hereafter enacted to the contrary
      with respect to the replacement or payment of negotiable instruments or other
      securities without their surrender. 

     

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

     

    2.9 Benefits
      of Indenture.
      Nothing
      in this Indenture or in the Securities, express or implied, shall give or be
      construed to give to any Person, other than the parties hereto and the holders
      of the Securities (and, with respect to the provisions of Article Fourteen,
      the
      holders of any indebtedness of the Company to which the Securities of any series
      are subordinated) any legal or equitable right, remedy or claim under or in
      respect of this Indenture, or under any covenant, condition or provision herein
      contained; all such covenants, conditions and provisions being for the sole
      benefit of the parties hereto and of the holders of the Securities (and, with
      respect to the provisions of Article Fourteen, the holders of any indebtedness
      of the Company to which the Securities of any series are
      subordinated).

     

    2.10 Authenticating
      Agent.
      So long
      as any of the Securities of any series remain Outstanding there may be an
      Authenticating Agent for any or all such series of Securities which the Trustee
      shall have the right to appoint. Such Authenticating Agent shall be authorized
      to act on behalf of the Trustee to authenticate Securities of such series issued
      upon exchange, transfer or partial redemption thereof, and, subject to
      Section 2.4, Securities so authenticated shall be entitled to the benefits
      of this Indenture and shall be valid and obligatory for all purposes as if
      authenticated by the Trustee hereunder. All references in this Indenture to
      the
      authentication of Securities by the Trustee shall be deemed to include
      authentication by an Authenticating Agent for such series. Each Authenticating
      Agent must be acceptable to the Company and shall be a corporation that has
      a
      combined capital and surplus, as most recently reported or determined by it,
      sufficient under the laws of any jurisdiction under which it is organized or
      in
      which it is doing business to conduct a trust business, and that is otherwise
      authorized under such laws to conduct such business and is subject to
      supervision or examination by federal or state authorities. If at any time
      any
      Authenticating Agent shall cease to be eligible in accordance with these
      provisions, it shall resign immediately.

     

    
      
        
        

      

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

     

    2.11 Global
      Securities.

     

    (a) If
      the
      Company shall establish pursuant to Section 2.1 that the Securities of a
      particular series are to be issued as a Global Security, then the Company shall
      execute and the Trustee shall, in accordance with Section 2.4, authenticate
      and deliver, a Global Security that (i) shall represent, and shall be
      denominated in an amount equal to the aggregate principal amount of, all of
      the
      Outstanding Securities of such series, (ii) shall be registered in the name
      of the Depositary for such Global Security or its nominee, (iii) shall be
      delivered by the Trustee to such Depositary or pursuant to such Depositary’s
      instruction and (iv) shall bear a legend, if any, as shall be required by
      such Depository.

     

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

     

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

     

    ARTICLE
      III

    REDEMPTION
      OF SECURITIES AND SINKING FUND PROVISIONS

     

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

     

    3.2 Notice
      of Redemption.

     

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

     

    
      
        
        

      

      
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    Each
      such
      notice of redemption shall specify the date fixed for redemption, the redemption
      price, the place or places of payment, if the Securities are convertible at
      the
      option of the Securityholder into shares of common stock or other securities
      of
      the Company or any other Person, the conversion price, the place or places
      of
      conversions that the Securities called for redemption may be converted at any
      time before the close of business on the third Business Day prior to the date
      fixed for redemption, or on such earlier date, if any, specified pursuant to
      Section 2.1 for Securities of such series, and if not converted prior to
      the close of business on such date, the right of conversion will be lost and
      that Securityholders who want to convert Securities must satisfy the
      requirements set forth in the terms thereof, that payment will be made upon
      presentation and surrender of such Securities, that any interest accrued to
      the
      date fixed for redemption will be paid as specified in such notice, that on
      and
      after such date any interest thereon or on the portions thereof to be redeemed
      will cease to accrue and that the redemption is for a sinking fund, if such
      is
      the case.

     

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

     

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

     

    3.3 Payment
      upon Redemption.

     

    (a) If
      the
      giving of notice of redemption shall have been completed as provided in
      Section 3.2, the Securities or portions of Securities of the series to be
      redeemed specified in such notice shall become due and payable on the date
      and
      at the place or places stated in such notice at the applicable redemption price,
      together with any interest accrued to, but excluding, the date fixed for
      redemption and, unless the Company shall default in the payment of such
      redemption price and accrued interest with respect to any such Security or
      portion thereof, any interest on such Securities or portions of Securities
      shall
      cease to accrue on and after the date fixed for redemption and, except as
      provided in Sections 7.5 and 11.5, such Securities shall cease from and
      after the date fixed for redemption to be entitled to any benefit or security
      under this Indenture and the holders of such Securities shall have no right
      in
      respect of such Security except the right to receive the redemption price
      thereof and any unpaid interest to, but excluding, the date fixed for
      redemption. On presentation and surrender of such Securities on or after the
      date fixed for redemption at the place of payment specified in the notice,
      such
      Securities shall be paid and redeemed at the applicable redemption price for
      such series, together with any interest accrued thereon to the date fixed for
      redemption (but if the date fixed for redemption is an Interest Payment Date,
      the interest payable on such date shall be payable to the registered holder
      at
      the close of business on the applicable record date pursuant to
      Section 2.3).

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    3.6 Redemption
      of Securities for Sinking Fund.
      Not
      less than 45 days prior to each sinking fund payment date for any series of
      Securities (unless a shorter period shall be satisfactory to the Trustee),
      the
      Company will deliver to the Trustee a Certificate specifying the amount of
      the
      next ensuing sinking fund payment for that series pursuant to the terms of
      the
      series, the portion thereof, if any, that is to be satisfied by delivering
      and
      crediting Securities of that series pursuant to Section 3.5 and the basis
      for such credit and will, together with such Certificate, deliver to the Trustee
      any Securities to be so delivered. Not less than 30 days before each such
      sinking fund payment date the Trustee shall select the Securities to be redeemed
      upon such sinking fund payment date in the manner specified in Section 3.2
      and cause notice of the redemption thereof to be given in the name of and at
      the
      expense of the Company in the manner provided in Section 3.2. Such notice
      having been duly given, the redemption of such Securities shall be made upon
      the
      terms and in the manner stated in Section 3.3.

     

    3.7 Conversion
      Arrangement on Call for Redemption.
      If in
      connection with any redemption of Securities of any series with respect to
      which
      the Securityholders have the right to convert such Securities into shares of
      common stock or other securities of the Company or any other Person, the
      Securityholders thereof do not elect to convert such Securities, the Company
      may
      arrange for the purchase and conversion of such Securities by an agreement
      with
      one or more investment banking firms or other purchasers to purchase such
      Securities by paying to the Trustee in trust for the Securityholders, not later
      than the close of business on the third Business Day prior to the date fixed
      for
      redemption, an amount not less than the applicable redemption price, together
      with interest accrued to, but excluding, the date fixed for redemption, of
      such
      Securities. Notwithstanding anything to the contrary contained in this
      Article III, the obligation of the Company to pay the redemption price of
      such Securities, together with interest accrued to, but excluding, the date
      fixed for redemption, shall be deemed to be satisfied and discharged to the
      extent such amount is so paid by such purchasers to the Trustee in trust for
      the
      Securityholders. If such an agreement is made, any Securities not duly
      surrendered for conversion by the Securityholders thereof may, at the option
      of
      the Company, be deemed, to the fullest extent permitted by law, to have been
      acquired by such purchasers from such Securityholders and surrendered by such
      purchasers for conversion, all as of immediately prior to the close of business
      on the third Business Day prior to the date fixed for redemption, subject to
      payment by the purchasers as specified above. The Trustee shall hold and dispose
      of any such amount paid to it in the same manner as it would monies deposited
      with it by the Company for the redemption of Securities. Without the Trustee’s
      prior written consent, no arrangement between the Company and such purchasers
      for the purchase and conversion of any Securities shall increase or otherwise
      affect any of the powers, duties, responsibilities or obligations of the Trustee
      as set forth in this Indenture, and the Company agrees to indemnify the Trustee
      from, and hold it harmless against, any and all loss, liability, claim, damage
      or expense arising out of or in connection with any such arrangement for the
      purchase and conversion of any Securities between the Company and such
      purchasers, including the costs and expenses incurred by the Trustee and it
      counsel in the defense of any claim (whether asserted by the Company, a
      Securityholder, or any other Person) or liability arising out of or in
      connection with the exercise or performance of any of its powers, duties,
      responsibilities or obligations under this Indenture.

     

    
      
        
        

      

      
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    ARTICLE
      IV

    COVENANTS

     

    4.1 Payment
      of Principal, Premium and Interest.
      The
      Company will duly and punctually pay or cause to be paid the principal of (and
      premium, if any, on) and interest, if any, on the Securities of each series
      at
      the time and place and in the manner provided herein and established with
      respect to such Securities. Except as otherwise specified pursuant to
      Section 2.1, payments of principal of (and premium, if any, on) the
      Securities may be made at the time provided herein and established with respect
      to such Securities by dollar check drawn on and mailed to the address of the
      Securityholder entitled thereto as such address shall appear in the Security
      Register, or dollar wire transfer to, a dollar account (such wire transfer
      to be
      made only to a Securityholder of an aggregate principal amount of Securities
      of
      the applicable series in excess of $2,000,000 and only if such Securityholder
      shall have furnished wire instructions to the Trustee no later than 15 days
      prior to the relevant payment date). Except as otherwise specified pursuant
      to
      Section 2.1, payments of interest on the Securities may be made at the time
      provided herein and established with respect to such Securities by dollar check
      mailed to the address of the Securityholder entitled thereto as such address
      shall appear in the Security Register, or dollar wire transfer to, a dollar
      account (such a wire transfer to be made only to a Securityholder of an
      aggregate principal amount of Securities of the applicable series in excess
      of
      $2,000,000 and only if such Securityholder shall have furnished wire
      instructions in writing to the Security Registrar and the Trustee no later
      than
      15 days prior to the relevant payment date).

     

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

     

    4.3 Paying
      Agents.

     

    (a) The
      Company initially appoints the Corporate Trust Office of the Trustee located
      in
      the Borough of Manhattan, the City and State of New York, as its paying agent
      with respect to the Securities.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE
      V

    SECURITYHOLDERS’
      LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

     

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

     

    
      
        
        

      

      
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    5.2 Preservation
      of Information; Communications with Securityholders.

     

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

     

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

     

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

     

    5.3 Reports
      by the Company.
      The
      Company shall provide a copy to the Trustee, after the Company files the same
      with the Commission, copies of the annual reports and of the information,
      documents and other reports (or copies of such portions of any of the foregoing
      as the Securities and Exchange Commission may from time to time by rules and
      regulations prescribe) that the Company files with the Commission pursuant
      to
      Section 13 or Section 15(d) of the Exchange Act; provided, however,
      the Company shall not be required to deliver to the Trustee any materials for
      which the Company has sought and received confidential treatment by the
      Commission.

     

    5.4 Reports
      by the Trustee.

     

    (a) If
      required by Section 313(a) of the Trust Indenture Act, the Trustee, within
      60 days after each May 1, shall transmit by mail, first class postage prepaid,
      to the Securityholders, as their names and addresses appear upon the Security
      Register, a brief report dated as of such May 1, which complies with
      Section 313(a) of the Trust Indenture Act. 

     

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

     

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

     

    ARTICLE
      VI

    REMEDIES
      OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

     

    6.1 Events
      of Default.

     

    (a) Whenever
      used herein with respect to Securities of a particular series and except as
      otherwise specified pursuant to Section 2.1, “Event
      of Default”
means
      any one or more of the following events that has occurred and is
      continuing:

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    (v) a
      court
      of competent jurisdiction enters an order under any Bankruptcy Law that
      (A) is for relief against the Company in an involuntary case,
      (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 90 consecutive days.

     

    (b) In
      each
      and every such case (other than an Event of Default specified in
      clause (iv) or clause (v) above), unless the principal of all the
      Securities of that series shall have already become due and payable, either
      the
      Trustee or the Securityholders of not less than 25% in aggregate principal
      amount of the Securities of that series then Outstanding hereunder, by notice
      in
      writing to the Company (and to the Trustee if given by such Securityholders),
      may declare the principal (or, if the Securities are Original Issue Discount
      Securities, such portion of the principal as may be specified in the terms
      of
      such series or, if so provided pursuant to Section 2.1 for Securities of
      any series, such other amount as is specified pursuant thereto) of (and premium,
      if any, on) and accrued and unpaid interest, if any, on all the Securities
      of
      that series to be due and payable immediately, and upon any such declaration
      the
      same shall become and shall be immediately due and payable. If an Event of
      Default specified in clause (iv) or clause (v) above occurs, the
      principal (or, if the Securities are Original Issue Discount Securities, such
      portion of the principal as may be specified in the terms of such series or,
      if
      so provided pursuant to Section 2.1 for Securities of any series, such
      other amount as is specified pursuant thereto) of and accrued and unpaid
      interest, if any, on all the Securities of that series shall automatically
      be
      immediately due and payable without any declaration or other act on the part
      of
      the Trustee or the holders of Securities.

     

    (c) At
      any
      time after the principal (or, if the Securities are Original Issue Discount
      Securities, such portion of the principal as may be specified in the terms
      of
      such series or, if so provided pursuant to Section 2.1 for Securities of
      any series, such other amount as is specified pursuant thereto) of (and premium,
      if any, on) and accrued and unpaid interest, if any, on the Securities of that
      series shall have been so declared due and payable, and before any judgment
      or
      decree for the payment of the monies due shall have been obtained or entered
      as
      hereinafter provided, the holders of a majority in aggregate principal amount
      of
      the Securities of that series then Outstanding hereunder, by written notice
      to
      the Company and the Trustee, may rescind and annul such declaration and its
      consequences if: (i) the Company has paid or deposited with the Trustee a
      sum sufficient to pay all matured installments of interest, if any, upon all
      the
      Securities of that series and the principal of (and premium, if any, on) any
      and
      all Securities of that series that shall have become due otherwise than by
      acceleration (with interest upon such principal and premium, if any, and, to
      the
      extent that such payment is enforceable under applicable law, upon overdue
      installments of interest, at the rate per annum expressed in the Securities
      of
      that series to, but excluding, the date of such payment or deposit) and the
      amount payable to the Trustee under Section 7.6, and (ii) any and all
      Events of Default under the Indenture with respect to such series, other than
      the nonpayment of principal of (and premium, if any, on) and accrued and unpaid
      interest, if any, on Securities of that series that shall not have become due
      by
      their terms, shall have been remedied or waived as provided in Section 6.6
      or
      provision shall have been made therefor to the satisfaction of the
      Trustee.

     

    
      
        
        

      

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

     

    For
      all
      purposes under this Indenture, if a portion of the principal of any Original
      Issue Discount Securities shall have been accelerated and declared due and
      payable pursuant to the provisions hereof, then, from and after such
      declaration, unless such declaration has been rescinded and annulled, the
      principal amount of such Original Issue Discount Securities shall be deemed,
      for
      all purposes hereunder, to be such portion of the principal thereof as shall
      be
      due and payable as a result of such acceleration, and payment of such portion
      of
      the principal thereof as shall be due and payable as a result of such
      acceleration, together with interest, if any, thereon and all other amounts
      owing thereunder, shall constitute payment in full of such Original Issue
      Discount Securities. If the Securities of any series provide the amount other
      than the fact amount thereof will be payable upon the maturity thereof or a
      declaration of acceleration of the maturity thereof, for purposes of this
      Section 6.1 the principal amount of such Securities shall be deemed to be
      such amount as shall be due and payable upon the acceleration of the maturity
      thereof, except as may otherwise be provided with respect to such Securities
      pursuant to Section 2.1.

     

    6.2 Collection
      of Indebtedness and Suits for Enforcement by Trustee.

     

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

     

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

     

    (c) In
      case
      of any receivership, insolvency, liquidation, bankruptcy, reorganization,
      readjustment, arrangement, composition or judicial proceedings affecting the
      Company, or its creditors or property, the Trustee shall have power to intervene
      in such proceedings and take any action therein that may be permitted by the
      court and shall (except as may be otherwise provided by law) be entitled to
      file
      such proofs of claim and other papers and documents as may be necessary or
      advisable in order to have the claims of the Trustee and of the holders of
      Securities of such series allowed for the entire amount due and payable by
      the
      Company under the Indenture at the date of institution of such proceedings
      and
      for any additional amount that may become due and payable by the Company after
      such date, and to collect and receive any monies or other property payable
      or
      deliverable on any such claim, and to distribute the same after the deduction
      of
      the amount payable to the Trustee under Section 7.6; and any receiver, assignee
      or trustee in bankruptcy or reorganization is hereby authorized by each of
      the
      holders of Securities of such series to make such payments to the Trustee,
      and,
      in the event that the Trustee shall consent to the making of such payments
      directly to such Securityholders, to pay to the Trustee any amount due it under
      Section 7.6.

     

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

     

    
      
        
        

      

      
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    (e) In
      case
      an Event of Default hereunder has occurred, has not been waived and is
      continuing, the Trustee may in its discretion proceed to protect and enforce
      the
      rights vested in it by this Indenture by such appropriate judicial proceedings
      as the Trustee shall deem most effectual to protect and enforce any of such
      rights, either at law or in equity or in bankruptcy or otherwise, whether for
      the specific enforcement of any covenant or agreement contained in the Indenture
      or in aid of the exercise of any power granted in this Indenture, or to enforce
      any other legal or equitable right vested in the Trustee by this Indenture
      or by
      law.

     

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

     

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

     

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

     

    First,
      to
      the payment of reasonable costs and expenses of collection and of all amounts
      payable to the Trustee under Section 7.6;

     

    Second,
      to the payment of all indebtedness of the Company to which such series of
      Securities is subordinated to the extent required by Section 7.6 and Article
      Fourteen:

     

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

     

    Fourth,
      to the payment of the remainder, if any, to the Company.

     

    6.4 Limitation
      on Suits.
      No
      Securityholder of any series shall have any right by virtue or by availing
      of
      any provision of this Indenture to institute any suit, action or proceeding
      at
      law or in equity or in bankruptcy or otherwise upon or under or with respect to
      this Indenture, or for the appointment of a receiver, trustee in bankruptcy
      or
      similar official or for any other remedy hereunder, unless (a) such
      Securityholder previously shall have given to the Trustee written notice of
      an
      Event of Default and of the continuance thereof with respect to the Securities
      of such series specifying such Event of Default, as hereinbefore provided;
      (b) the Securityholders of not less than 25% in aggregate principal amount
      of the Securities of such series then Outstanding shall have made written
      request upon the Trustee to institute such action, suit or proceeding in its
      own
      name as Trustee hereunder; (c) such Securityholder or Securityholders shall
      have offered to the Trustee such reasonable indemnity as it may require against
      the costs, expenses and liabilities to be incurred therein or thereby;
      (d) the Trustee for 90 days after its receipt of such notice, request and
      offer of indemnity, shall have failed to institute any such action, suit or
      proceeding; and (e) during such 90-day period, the Securityholders of not
      less than a majority in aggregate principal amount of the Securities of that
      series at the time Outstanding do not give the Trustee a direction pursuant
      to
      Section 6.6 inconsistent with such written request.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    6.6 Control
      by Securityholders; Waivers of Past Defaults.

     

    (a) The
      Securityholders of not less than a majority in aggregate principal amount of
      the
      Securities of any series affected thereby at the time Outstanding, determined
      in
      accordance with Section 8.4, shall have the right on behalf of the
      Securityholders of all of the Securities of such series to direct the time,
      method and place of conducting any proceeding for any remedy available to the
      Trustee, or exercising any trust or power conferred on the Trustee with respect
      to such series; provided, however, that such direction shall not be in conflict
      with any rule of law or with this Indenture. Subject to the provisions of
      Section 7.1, the Trustee shall have the right to decline to follow any such
      direction if the Trustee in good faith shall, by a Responsible Officer or
      officers of the Trustee, determine that the proceeding so directed, subject
      to
      the Trustee’s duties under the Trust Indenture Act, would involve the Trustee in
      personal liability or might be unduly prejudicial to the Securityholders not
      involved in the proceeding. 

     

    (b) The
      Securityholders of not less than a majority in aggregate principal amount of
      the
      Securities of any series affected thereby at the time Outstanding, determined
      in
      accordance with Section 8.4, may on behalf of the holders of all of the
      Securities of such series waive any past Default in the performance of any
      of
      the covenants contained herein or established pursuant to Section 2.1 or Event
      of Default, or both with respect to such series and its consequences, except
      a
      Default in respect of a covenant or provision hereof that cannot be modified
      or
      amended without the consent of the Securityholder of each Security of such
      series affected thereby at the time Outstanding provided in Section 9.2.
      Upon any such waiver, the Default or Event of Default, or both covered thereby
      shall cease to exist and be deemed to be cured and not to have accrued for
      all
      purposes of this Indenture, any Event of Default arising from such Default,
      whether such Event of Default is specified in such waiver, shall be deemed
      to
      have been cured, and not to have occurred for all purposes of this Indenture
      and
      the Company, the Trustee and the Securityholders of such series shall be
      restored to their former positions and rights hereunder, respectively; but
      no
      such waiver shall extend to any subsequent or other default or impair any right
      consequent thereon.

     

    
      
        
        

      

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

     

    ARTICLE
      VII

    CONCERNING
      THE TRUSTEE

     

    7.1 Certain
      Duties and Responsibilities of Trustee.

     

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

     

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

     

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

     

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

     

    (2) in
      the
      absence of bad faith on the part of the Trustee, the Trustee may with respect
      to
      the Securities of such series conclusively rely, as to the truth of the
      statements and the correctness of the opinions expressed therein, upon any
      certificates or opinions furnished to the Trustee and conforming to the
      requirements of this Indenture; but in the case of any such certificates or
      opinions that by any provision hereof are specifically required to be furnished
      to the Trustee, the Trustee shall be under a duty to examine the same to
      determine whether they conform to the requirements of this
      Indenture;

     

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

     

    
      
        
        

      

      
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    (iii) the
      Trustee shall not be liable with respect to any action taken or omitted to
      be
      taken by it in good faith in accordance with the direction of the
      Securityholders of not less than a majority in aggregate principal amount of
      the
      Securities of any series affected thereby at the time Outstanding (determined
      in
      accordance with Section 8.4) relating to the time, method and place of
      conducting any proceeding for any remedy available to the Trustee, or exercising
      any trust or power conferred upon the Trustee under this Indenture with respect
      to the Securities of that series; and

     

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

     

    (c) Whether
      therein expressly so provided, every provision of this Indenture relating to
      the
      conduct or affecting the liability of or affording protection to the Trustee
      shall be subject to the requirements of the Trust Indenture Act.

     

    7.2 Certain
      Rights of Trustee.
      Except
      as otherwise provided in Section 7.1 or the Trust Indenture Act:

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    In
      addition, the Trustee shall not be deemed to have knowledge of any Default
      or
      Event of Default except (1) any Event of Default occurring pursuant to
      Sections 6.1(a)(i), and 6.1(a)(ii) or (2) any Default or Event of
      Default of which the Trustee shall have received written notification from
      the
      Company in the manner set forth in this Indenture or a Responsible Officer
      of
      the Trustee shall have obtained actual knowledge. Delivery of reports,
      information and documents to the Trustee under Section 5.3 is for
      informational purposes only and the information and the Trustee’s receipt of the
      foregoing shall not constitute constructive notice of any information contained
      therein, or determinable from information contained therein including the
      Company’s compliance with any of their covenants thereunder (as to which the
      Trustee is entitled to rely exclusively on an Officers’
Certificate).

     

    7.3 Trustee
      not Responsible for Recitals or Issuance or Securities.

     

    (a) The
      recitals contained herein and in the Securities, except the Trustee’s or
      Authenticating Agent’s, as the case may be, certificate of authentication, shall
      be taken as the statements of the Company, and neither the Trustee nor any
      Authenticating Agent assumes any responsibility for the correctness of the
      same.

     

    (b) The
      Trustee makes no representations as to the validity or sufficiency of this
      Indenture or of the Securities, except the Trustee represents that it is duly
      authorized to execute and deliver this Indenture, authenticate the Securities
      and perform its obligations hereunder and that the statements made by it in
      a
      Statement of Eligibility on Form T-1 supplied to the Company are true and
      accurate, subject to the qualifications set forth therein.

     

    (c) Neither
      the Trustee nor any Authenticating Agent shall be accountable for the use or
      application by the Company of any of the Securities or of the proceeds of such
      Securities, or for the use or application of any monies paid over by the Trustee
      in accordance with any provision of this Indenture or established pursuant
      to
      Section 2.1, or for the use or application of any monies received by any paying
      agent other than the Trustee.

     

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

     

    7.5 Monies
      Held in Trust.
      Subject
      to the provisions of Section 11.5, all monies or Governmental Obligations
      received by the Trustee or any paying agent shall, until used or applied as
      herein provided, be held in trust for the purposes for which they were received,
      but need not be segregated from other funds except to the extent required by
      law. Neither the Trustee nor any paying agent shall be under any liability
      for
      interest on any monies received by it hereunder except such as it may agree
      in
      writing with the Company to pay thereon. So long as no Event of Default shall
      have occurred and be continuing, all interest allowed on any such monies shall
      be paid from time to time upon the written order of the Company signed by an
      Officer.

     

    7.6 Compensation
      and Reimbursement.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    7.9 Corporate
      Trustee Required; Eligibility.
      The
      Trustee for each series of Securities hereunder shall at all times be a
      corporation that complies with the requirements of the Trust Indenture Act,
      having a combined capital and surplus of at least $50,000,000. If such
      corporation or other Person publishes reports of condition at least annually,
      pursuant to law or to the requirements of federal, state, territorial or
      District of Columbia supervising or examining authority, then for the purposes
      of this Section, the combined capital and surplus of such corporation or other
      Person shall be deemed to be its combined capital and surplus as set forth
      in
      its most recent report of condition so published. In case at any time the
      Trustee shall cease to be eligible in accordance with the provisions of this
      Section, the Trustee shall resign immediately in the manner and with the effect
      specified in Section 7.10.

     

    7.10 Resignation
      and Removal; Appointment of Successor.

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

    


    (c) The
      Securityholders of a majority in aggregate principal amount of the Securities
      of
      any series at the time Outstanding (determined in accordance with
      Section 8.4) may at any time remove the Trustee with respect to such series
      by so notifying the Trustee and the Company and may appoint a successor Trustee
      for such series with the consent of the Company.

     

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

     

    7.11 Acceptance
      of Appointment by Successor.

     

    (a) Any
      successor trustee appointed as provided in Section 7.10 shall execute,
      acknowledge and deliver to the Company and to its predecessor Trustee an
      instrument accepting such appointment, and thereupon the resignation or removal
      of the predecessor Trustee shall become effective and such successor trustee,
      without any further act, deed or conveyance, shall become vested with all the
      rights, powers, trusts and duties of the predecessor Trustee; but, on the
      request of the Company or the successor trustee, such predecessor Trustee shall,
      upon payment of its charges, execute and deliver an instrument transferring
      to
      such successor trustee all the rights, powers, and trusts of the predecessor
      Trustee and shall duly assign, transfer and deliver to such successor Trustee
      all property and money held by such predecessor Trustee hereunder.

     

    (b) In
      case
      of the appointment hereunder of a successor trustee with respect to the
      Securities of one or more (but not all) series, the Company, the predecessor
      Trustee and each successor trustee with respect to the Securities of any
      applicable series shall execute and deliver an indenture supplemental hereto
      wherein each successor trustee shall accept such appointment and which
      (i) shall contain such provisions as shall be necessary or desirable to
      transfer and confirm to, and to vest in, each successor trustee all the rights,
      powers, trusts and duties of the predecessor Trustee with respect to the
      Securities of that or those series to which the appointment of such successor
      trustee relates, (ii) shall contain such provisions as shall be deemed
      necessary or desirable to confirm that all the rights, powers, trusts and duties
      of the predecessor Trustee with respect to the Securities of that or those
      series as to which the predecessor Trustee is not retiring shall continue to
      be
      vested in the predecessor Trustee, and (iii) shall add to or change any of
      the provisions of this Indenture as shall be necessary to provide for or
      facilitate the administration of the trusts hereunder by more than one Trustee,
      it being understood that nothing herein or in such indenture supplemental hereto
      shall constitute such Trustees co-trustees of the same trust, that each such
      Trustee shall be trustee of a trust or trusts hereunder separate and apart
      from
      any trust or trusts hereunder administered by any other such Trustee and that
      no
      Trustee shall be responsible for any act or failure to act on the part of any
      other Trustee hereunder; and upon the execution and delivery of such indenture
      supplemental hereto the resignation or removal of the predecessor Trustee shall
      become effective to the extent provided therein, such predecessor Trustee shall
      with respect to the Securities of that or those series to which the appointment
      of such successor trustee relates have no further responsibility for the
      exercise of rights and powers or for the performance of the duties and
      obligations vested in the Trustee under this Indenture, and each such successor
      trustee, without any further act, deed or conveyance, shall become vested with
      all the rights, powers, trusts and duties of the predecessor Trustee with
      respect to the Securities of that or those series to which the appointment
      of
      such successor trustee relates; but, on request of the Company or any successor
      trustee, such predecessor Trustee shall duly assign, transfer and deliver to
      such successor trustee, to the extent contemplated by such indenture
      supplemental hereto, the property and money held by such predecessor Trustee
      hereunder with respect to the Securities of that or those series to which the
      appointment of such successor trustee relates.

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    7.14 Notice
      of Default.
      Within
      90 days after the Trustee is deemed to have knowledge of any Default or any
      Event of Default that occurred and is continuing, the Trustee shall transmit
      to
      each Securityholder of each Security of any series affected thereby in the
      manner and to the extent provided in Section 313(c) of the Trust Indenture
      Act
      notice of the Default or Event of Default, unless such Default or Event of
      Default has been cured, waived or is otherwise no longer continuing; provided,
      however, that, except in the case of a default in the payment of the principal
      of (or premium, if any) or interest, if any, on any Security, the Trustee shall
      be protected in withholding such notice if and so long as the board of
      directors, the executive committee or a trust committee of directors and/or
      Responsible Officers of the Trustee in good faith determine that the withholding
      of such notice is in the interest of such Securityholders.

     

    ARTICLE
      VIII

    CONCERNING
      THE SECURITYHOLDERS

     

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

     

    
      
        
        

      

      
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    In
      determining whether the Securityholders of the requisite principal amount of
      Securities of all or a particular series have taken any action (including the
      making of any demand or request, the giving of any notice, consent or waiver
      or
      the taking of any other action) hereunder, (i) the principal amount of
      Original Issue Discount Securities that shall be deemed to be Outstanding for
      such purposes shall be the amount of the principal thereof that would be due
      and
      payable as of the date of such determination upon a declaration of acceleration
      of the maturing thereof pursuant to Section 6.1, (ii) in the case of
      Securities which provide that an amount other than the face amount thereof
      will
      or may be payable upon the maturity thereof or upon a declaration of
      acceleration of the maturity thereof, the principal amount of such Securities
      that shall be deemed to be Outstanding for such purposes shall be the amount
      that would be due and payable in respect of such Securities as of the date
      of
      such determination upon a declaration of acceleration of the maturity thereof
      pursuant to Section 6.1, and (iii) the principal amount of any
      Security, the principal amount of which is denominated in a currency other
      than
      dollars or in units of currencies or in a composite currency (the “Specified
      Currency”)
      shall
      be deemed to be that amount of dollars which could have been obtained by the
      face amount of such Specified Currency at the Market Exchange Rate. For purposes
      of this Section 8.1, “Market
      Exchange Rate”
means,
      unless otherwise specified for a Specified Currency with respect to any series
      of Securities pursuant to Section 2.1, the noon dollar buying rate in New
      York City for cable transfers of the Specified Currency published by the Federal
      Reserve Bank of New York.

     

    All
      decisions and determinations of the Trustee regarding the Market Exchange Rate
      or any alternative determination provided for in the preceding paragraph shall
      be in its sole discretion and shall, in the absence of manifest error, be
      conclusive to the extent permitted by law for all purposes and irrevocably
      binding upon the Issuer and all Securityholders.

     

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

     

    8.2 Proof
      of Execution by Securityholders.
      Subject
      to the provisions of Section 7.1 and the requirements of the Trust Indenture
      Act, proof of the execution of any instrument by a Securityholder (such proof
      will not require notarization) or the Securityholder’s agent or proxy and proof
      of the holding by any Person of any of the Securities shall be sufficient for
      any purpose of this Indenture if made in the following manner:

     

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

     

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

     

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

     

    
      
        
        

      

      
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    8.3 Who
      May be Deemed Owners.
      Prior
      to the due presentment for registration of transfer of any Security, the
      Company, the Trustee, any paying agent, any Security Registrar and any other
      agent of the Company or the Trustee may deem and treat the Person in whose
      name
      such Security shall be registered in the Securities Register for such Security
      as the absolute owner of such Security (whether such Security shall be overdue
      and notwithstanding any notice of ownership or writing thereon) for the purpose
      of receiving payment of or on account of the principal of, premium, if any,
      and
      (subject to Section 2.3) interest, if any, on such Security and for all other
      purposes; and none of the Company, the Trustee, any paying agent, any Security
      Registrar or any such other agent shall be affected by any notice to the
      contrary.

     

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

     

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

     

    ARTICLE
      IX

    SUPPLEMENTAL
      INDENTURES

     

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

     

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

     

    (b) to
      comply
      with Article Ten;

     

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

     

    (d) to
      secure
      the Securities of all or any series;

     

    
      
        
        

      

      
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    (e) to
      comply
      with the provisions of any Depositary, any clearing agency, any clearing
      corporation, any clearing system, the Trustee or the Securities Registrar with
      respect to provisions of this Indenture relating to transfers and exchanges
      of
      Securities;

     

    (f) to
      add
      additional Events of Default and to provide with respect thereto for any
      particular periods of grace after default (which may be shorter or longer than
      that allowed in the case of other defaults) or for immediate enforcement upon
      such default or for any limitation of the remedies available to the Trustee
      upon
      such default;

     

    (g) to
      add to
      or change any provisions of this Indenture to such extent as shall be necessary
      in the Company’s determination to permit or facilitate the issuance of
      Securities convertible into other securities;

     

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

     

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

     

    (j) to
      make
      any change herein, in the Securities of any series or in any indenture
      supplemental hereto or to eliminate any provision contained herein, in the
      Securities of any series or in any indenture supplemental hereto, in each case
      that does not adversely affect the rights of the Securityholders of the
      Securities at the time Outstanding in any material respect;

     

    (k) to
      provide for the issuance of and establish the form and terms and conditions
      of
      the Securities of any series as permitted in Sections 2.1 and 2.2, to establish
      the form of any certifications required to be furnished pursuant to the terms
      of
      this Indenture or any series of Securities, or to add to the rights of the
      holders of Securities of any series;

     

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

     

    (m) to
      add
      guarantees with respect to the Securities of all or any series; or

     

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

     

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

     

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

     

    
      
        
        

      

      
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    9.2 Supplemental
      Indentures With Consent of Securityholders.
      With
      the consent (evidenced as provided in Section 8.1) of the Securityholders of
      not
      less than a majority in aggregate principal amount of the Securities of each
      series affected by such indenture or indentures supplemental hereto (with each
      series consenting as a separate class) at the time Outstanding, the Company,
      when authorized by or pursuant to a Board Resolution, and the Trustee may from
      time to time and at any time enter into an indenture or indentures supplemental
      hereto (which shall conform to the provisions of the Trust Indenture Act as
      then
      in effect) for the purpose of adding any provisions to or changing in any manner
      or eliminating any of the provisions of this Indenture or of any indenture
      supplemental hereto or of modifying in any manner not covered by
      Section 9.1 the rights and obligations of the Company or the rights of the
      holders of Securities of such series under this Indenture; provided, however,
      that no such indenture supplemental hereto shall, without the consent of the
      Securityholders of the Securities of each series affected thereby (with each
      series consenting as a separate class) at the time Outstanding, (a) extend
      the fixed maturity of any such Securities of any series, or reduce the principal
      amount thereof, or reduce the rate or extend the time of payment of interest,
      if
      any, thereon, or reduce any premium payable upon the redemption thereof, or
      make
      the principal thereof or interest, if any, thereon payable in any coin or
      currency other than that provided in such Securities, or reduce the amount
      of
      the principal of an Original Issue Discount Security (or a Security that
      provides that an amount other than the face amount thereof will or may be
      payable upon a declaration of acceleration of the maturity thereof) that would
      be payable upon an acceleration of maturity thereof pursuant to
      Section 6.1, or modify any of the provisions of this Indenture relating to
      the subordination of such Securities or the definitions related thereto as
      they
      affect subordination in a manner adverse to the Securityholders thereof, or
      the
      amount provable in bankruptcy pursuant to Section 6.1 or (b) reduce
      the aforesaid percentage of Securities, the Securityholders of which are
      required to consent to any such indenture supplemental hereto.

     

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

     

    9.3 Effect
      of Supplemental Indentures.
      Upon
      the execution of any indenture supplemental hereto pursuant to the provisions
      of
      this Article or of Section 10.1, this Indenture shall, with respect to such
      series, be and be deemed to be modified and amended in accordance therewith
      and
      the respective rights, limitations of rights, obligations, duties and immunities
      under this Indenture of the Trustee, the Company and the holders of Securities
      of the series affected thereby shall thereafter be determined, exercised and
      enforced hereunder subject in all respects to such modifications and amendments,
      and all the terms and conditions of any such indenture supplemental hereto
      shall
      be and be deemed to be part of the terms and conditions of this Indenture for
      any and all purposes. An indenture supplemental hereto that changes or
      eliminates any covenant or other provision of this Indenture that has expressly
      been included solely for the benefit of one or more particular series of
      Securities, or which modifies the rights of the Securityholders of such series
      with respect to such covenant or provision, shall be deemed not to affect the
      rights under this Indenture of the Securityholders of any other
      series.

     

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

     

    9.5 Execution
      of Supplemental Indentures.
      Upon
      the request of the Company, accompanied by its Board Resolutions authorizing
      the
      execution of any such indenture supplemental hereto, and upon the filing with
      the Trustee of evidence of the consent of Securityholders required to consent
      thereto as aforesaid, the Trustee shall join with the Company in the execution
      of such indenture supplemental hereto unless such indenture supplemental hereto
      affects the Trustee’s own rights, duties or immunities under this Indenture or
      otherwise, in which case the Trustee may in its discretion but shall not be
      obligated to enter into such indenture supplemental hereto. The Trustee, subject
      to the provisions of Section 7.1, may receive an Officers’ Certificate or an
      Opinion of Counsel as conclusive evidence that any indenture supplemental hereto
      executed pursuant to this Article is authorized or permitted by, and conforms
      to, the terms of this Article and that it is proper for the Trustee under the
      provisions of this Article to join in the execution thereof; provided, however,
      that such Officers’ Certificate or Opinion of Counsel need not be provided in
      connection with the execution of an indenture supplemental hereto that
      establishes the terms of a series of Securities pursuant to Section 2.1
      hereof.

     

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

     

    
      
        
        

      

      
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    ARTICLE
      X

    SUCCESSOR
      ENTITY

     

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

     

    10.2 Successor
      Entity Substituted.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    ARTICLE
      XI

    SATISFACTION
      AND DISCHARGE

     

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

     

    11.2 Discharge
      of Obligations.
      If at
      any time all such Securities of a particular series not heretofore delivered
      to
      the Trustee for cancellation or that have not become due and payable as
      described in Section 11.1 shall have been paid by the Company by depositing
      irrevocably with the Trustee as trust funds monies or an amount of Governmental
      Obligations sufficient to pay at maturity or upon redemption all such Securities
      of that series not theretofore delivered to the Trustee for cancellation,
      including principal (and premium, if any) and interest, if any, due or to become
      due to such date of maturity or date fixed for redemption, as the case may
      be,
      and if the Company shall also pay or cause to be paid all other sums payable
      hereunder by the Company with respect to such series, then after the date such
      monies or Governmental Obligations, as the case may be, are deposited with
      the
      Trustee the obligations of the Company under this Indenture with respect to
      such
      series shall cease to be of further effect except for the provisions of Sections
      2.3, 2.5, 2.7, 4.1, 4.2, 4.3, 7.6, 7.10 and 11.5 hereof that shall survive
      until
      such Securities shall mature and be paid. Thereafter, Sections 7.6 and 11.5
      shall survive.

     

    11.3 Deposited
      Monies to be Held in Trust.
      Subject
      to the provisions of Section 11.5, all monies or Governmental Obligations
      deposited with the Trustee pursuant to Sections 11.1 or 11.2 shall be held
      in
      trust and shall be available for payment as due, either directly or through
      any
      paying agent (including the Company acting as its own paying agent), to the
      holders of Securities of the particular series for the payment or redemption
      of
      which such monies or Governmental Obligations have been deposited with the
      Trustee.

     

    11.4 Payment
      of Monies Held by Paying Agents.
      In
      connection with the satisfaction and discharge of this Indenture with respect
      to
      Securities of any series, all monies or Governmental Obligations then held
      by
      any paying agent, other than the Trustee, under the provisions of this Indenture
      with respect to the Securities of such series shall, upon demand of the Company,
      be repaid to the Company or paid to the Trustee and thereupon such paying agent
      shall be released from all further liability with respect to such monies or
      Governmental Obligations.

     

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

     

    
      
        
        

      

      
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    ARTICLE
      XII

    IMMUNITY
      OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

     

    No
      recourse under or upon any obligation, covenant or agreement of this Indenture,
      or of any Security, or for any claim based thereon or otherwise in respect
      thereof, shall be had against any incorporator, stockholder, officer or
      director, past, present or future as such, of the Company or of any predecessor
      or successor corporation, either directly or through the Company or any such
      predecessor or successor corporation, whether by virtue of any constitution,
      statute or rule of law, or by the enforcement of any assessment or penalty
      or
      otherwise; it being expressly understood that this Indenture and the obligations
      issued hereunder are solely corporate obligations, and that no such personal
      liability whatever shall attach to, or is or shall be incurred by, the
      incorporators, stockholders, officers or directors as such, of the Company
      or of
      any predecessor or successor corporation, or any of them, because of the
      creation of the indebtedness hereby authorized, or under or by reason of the
      obligations, covenants or agreements contained in this Indenture or in any
      of
      the Securities or implied therefrom; and that any and all such personal
      liability of every name and nature, either at common law or in equity or by
      constitution or statute, of, and any and all such rights and claims against,
      every such incorporator, stockholder, officer or director as such, because
      of
      the creation of the indebtedness hereby authorized, or under or by reason of
      the
      obligations, covenants or agreements contained in this Indenture or in any
      of
      the Securities or implied therefrom, are hereby expressly waived and released
      as
      a condition of, and as a consideration for, the execution of this Indenture
      and
      the issuance of such Securities.

     

    ARTICLE
      XIII

    MISCELLANEOUS
      PROVISIONS

     

    13.1 Effect
      on Successors and Assigns.
      All the
      covenants, stipulations, promises and agreements in this Indenture made by
      or on
      behalf of the Company shall bind its successors and assigns, whether so
      expressed.

     

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

     

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

     

    13.4 Notices.
      Except
      as otherwise expressly provided herein, any notice, request or demand that
      by
      any provision of this Indenture is required or permitted to be given, made
      or
      served by the Trustee or by the holders of Securities or by any other Person
      pursuant to this Indenture to or on the Company may be given or served by being
      deposited in first class mail, postage prepaid, addressed (until another address
      is filed in writing by the Company with the Trustee), as follows: Plaza America
      Tower I, 11700 Plaza America Drive, Suite 1010, Reston, Virginia 20190. Any
      notice, election, request or demand by the Company or any Securityholder or
      by
      any other Person pursuant to this Indenture to or upon the Trustee shall be
      deemed to have been sufficiently given or made, for all purposes, if given
      or
      made in writing at the Corporate Trust Office of the Trustee.

     

    13.5 Governing
      Law.
      THIS
      INDENTURE AND EACH SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE
      LAWS
      OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES
      THEREOF, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
      OF
      SUCH STATE.

     

    
      
        
        

      

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

     

    13.7 Certificates
      and Opinions as to Conditions Precedent.

     

    (a) Upon
      any
      application or demand by the Company to the Trustee to take any action under
      any
      of the provisions of this Indenture, the Company shall furnish to the Trustee
      an
      Officers’ Certificate stating that all conditions precedent provided for in this
      Indenture (other than the certificate to be delivered pursuant to Section 13.12)
      relating to the proposed action have been complied with and an Opinion of
      Counsel stating that in the opinion of such counsel all such conditions
      precedent have been complied with, except that in the case of any such
      application or demand as to which the furnishing of such documents is
      specifically required by any provision of this Indenture relating to such
      particular application or demand, no additional certificate or opinion need
      be
      furnished.

     

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

     

    13.8 Payments
      on Business Days

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    13.13 Effect
      of Headings and Table of Contents.
      The
      Article, Section, clause and paragraph headings herein and the Table of Contents
      are for convenience only and shall not affect the construction
      hereof.

     

    ARTICLE
      XIV

    SUBORDINATION
      OF SECURITIES

    


    14.1 Agreement
      to Subordinate.
      Except
      as otherwise specified pursuant to Section 2.1, the Company, for itself,
      its successors and assigns, covenants and agrees, and each holder of Securities
      by his acceptance thereof, likewise covenants and agrees, that the payment
      of
      the principal of (and premium, if any, on) and interest, if any, on each and
      all
      of the Securities is hereby expressly subordinated, to the extent and in the
      manner hereinafter set forth, in right of payment to the prior payment in full
      of all Senior Indebtedness.

     

    14.2 Distribution
      on Dissolution, Liquidation and Reorganization; Subrogation of
      Securities.

     

    (a) Except
      as
      otherwise specified pursuant to Section 2.1, upon any distribution of assets
      of
      the Company upon any dissolution, winding up, liquidation or reorganization
      of
      the Company, whether in bankruptcy, insolvency, reorganization or receivership
      proceedings or upon an assignment for the benefit of creditors or any other
      marshalling of the assets and liabilities of the Company or otherwise (subject
      to the power of a court of competent jurisdiction to make other equitable
      provision reflecting the rights conferred in this Indenture upon the Senior
      Indebtedness and the holders thereof with respect to the Securities and the
      holders thereof by a lawful plan of reorganization under applicable bankruptcy
      law):

     

    (i) the
      holders of all Senior Indebtedness shall be entitled to receive payment in
      full
      of the principal thereof (and premium, if any, on) and interest, if any, due
      thereon before the holders of Securities are entitled to receive any payment
      upon the principal (or premium, if any, on) or interest, if any, on indebtedness
      evidenced by the Securities;

     

    (ii) any
      payment or distribution of assets of the Company of any kind or character,
      whether in cash, property or securities, to which the holders of Securities
      or
      the Trustee would be entitled except for the provisions of this Article XIV
      shall be paid by the liquidating trustee or agent or other person making such
      payment or distribution, whether a trustee in bankruptcy, a receiver or
      liquidating trustee or otherwise, directly to the holders of Senior Indebtedness
      or their representative or representatives or to the trustee or trustees under
      any indenture under which any instruments evidencing any of such Senior
      Indebtedness may have been issued, ratably according to the aggregate amounts
      remaining unpaid on account of the principal of (and premium, if any, on) and
      interest, if any, on the Senior Indebtedness held or represented by each, to
      the
      extent necessary to make payment in full of all Senior Indebtedness remaining
      unpaid, after giving effect to any concurrent payment or distribution to the
      holders of such Senior Indebtedness; and

     

    (iii) in
      the
      event that, notwithstanding the foregoing, any payment or distribution of assets
      of the Company of any kind or character, whether in cash, property or
      securities, shall be received by the Trustee or the holders of Securities before
      all Senior Indebtedness is paid in full, such payment or distribution shall
      be
      paid over, upon written notice to the Trustee, to the holder of such Senior
      Indebtedness or their representative or representatives or to the trustee or
      trustees under any indenture under which any instrument evidencing any of such
      Senior Indebtedness may have been issued, ratably as aforesaid, for application
      to payment of all Senior Indebtedness remaining unpaid until all such Senior
      Indebtedness shall have been paid in full, after giving effect to any concurrent
      payment or distribution to the holders of such Senior Indebtedness.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    (b) Subject
      to the payment in full of all Senior Indebtedness, the holders of Securities
      shall be subrogated to the rights of the holders of Senior Indebtedness to
      receive payments or distributions of cash, property or securities of the Company
      applicable to Senior Indebtedness until the principal of (and premium, if any,
      on) and interest, if any, on the Senior Indebtedness shall be paid in full
      and
      no such payments or distributions to the holders of Securities of cash, property
      or securities otherwise distributable to the holders of Senior Indebtedness
      shall, as between the Company, its creditors other than the holders of Senior
      Indebtedness, and the holders of Securities be deemed to be a payment by the
      Company to or on account of the Securities. It is understood that the provisions
      of this Article XIV are and are intended solely for the purpose of defining
      the
      relative rights of the holders of Securities, on the one hand, and the holders
      of Senior Indebtedness, on the other hand. Nothing contained in this Article
      XIV
      or elsewhere in this Indenture or in the Securities is intended to or shall
      impair, as between the Company, its creditors other than the holders of Senior
      Indebtedness, and the holders of Securities, the obligation of the Company,
      which is unconditional and absolute, to pay to the holders of Securities the
      principal of (and premium, if any, on) and interest, if any, on the Securities
      as and when the same shall become due and payable in accordance with their
      terms, or to affect the relative rights of the holders of Securities and
      creditors of the Company other than the holders of Senior Indebtedness, nor
      shall anything herein or in the Securities prevent the Trustee or any
      Securityholder from exercising all remedies otherwise permitted by applicable
      law upon Default under this Indenture, subject to the rights, if any, under
      this
      Article XIV of the holders of Senior Indebtedness in respect of cash, property
      or securities of the Company received upon the exercise of any such remedy.
      Upon
      any payment or distribution of assets of the Company referred to in this Article
      XIV, the Trustee, subject to the provisions of Section 7.14, shall be entitled
      to rely upon a certificate of the liquidating trustee or agent or other Person
      making any distribution to the Trustee for the purpose of ascertaining the
      Persons entitled to participate in such distribution, the holders of 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 XIV.

     

    (c) The
      Trustee, however, shall not be deemed to owe any fiduciary duty to the holders
      of Senior Indebtedness. The Trustee shall not be liable to any such holder
      if it
      shall pay over or distribute to or on behalf of the holders of Securities or
      the
      Company moneys or assets to which any holder of Senior Indebtedness shall be
      entitled by virtue of this Article XIV.

     

    (d) If
      the
      Trustee or any holder of Securities does not file a proper claim or proof of
      debt in the form required in any proceeding referred to above prior to 30 days
      before the expiration of the time to file such claim in such proceeding, then
      the holder of any Senior Indebtedness is hereby authorized, and has the right,
      to file an appropriate claim or claims for or on behalf of such holder of
      Securities.

     

    14.3 No
      Payment on Securities in Certain Circumstances. 

     

    (a) Except
      as
      otherwise specified pursuant to Section 2.1,

     

    (i) Upon
      the
      maturity of any Senior Indebtedness by lapse of time, acceleration (unless
      waived, rescinded or annulled) or otherwise, or upon any payment default (with
      or without the giving of notice or lapse of time or both, in accordance with
      the
      terms of the instrument governing such Senior Indebtedness, and without any
      waiver or forgiveness) with respect to any Senior Indebtedness, all amounts
      payable thereon shall first be paid in full, or such Senior Indebtedness, before
      any payment is made, directly or indirectly by set off or otherwise, on account
      of principal of (or premium, if any, on), or interest, if any, on, the
      Securities of such series or to acquire any of the Securities of such series
      or
      on account of the redemption provisions of the Securities of such
      series.

     

    (ii) Upon
      a
      default with respect to any Senior Indebtedness (other than under circumstances
      when the terms of clause (i) of this Section 14.3(a) are applicable),
      as such default is defined therein or in the instrument under which it is
      outstanding, permitting the holders to accelerate the maturity thereof, upon
      written notice thereof given to the Company and the Trustee by or on behalf
      of
      holders of such Senior Indebtedness (“Default
      Notice”),
      then,
      unless and until such default shall have been cured or waived by the holders
      of
      such Senior Indebtedness or shall have ceased to exist, no direct or indirect
      payment shall be made by the Company with respect to the principal of (or
      premium, if any, on), or interest, if any, on, the Securities of such series
      or
      to acquire any of such Securities or on account of the redemption provisions
      of
      the Securities of such series; provided,
      that
      this clause (ii) shall not prevent the making of any payment (which is not
      otherwise prohibited by clause (i) of this Section 14.3(a)) for more
      than 179 days after the Default Notice shall have been given unless the Senior
      Indebtedness in respect of which such event of default exists has been declared
      due and payable in its entirety, in which case no such payment may be made
      until
      such acceleration has been rescinded or annulled or such Senior Indebtedness
      has
      been paid in full.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    (iii) If,
      notwithstanding the foregoing provisions of this Section 14.3(a), any
      payment on account of principal of (or premium, if any, on), or interest, if
      any, on, the Securities of such series shall be received by the Trustee, by
      any
      Securityholder or by any paying agent (or, if the Company is acting as its
      own
      paying agent, money for any such payment is segregated and held in trust),
      then,
      unless and until such payment is no longer prohibited by this
      Section 14.3(a), such payment (subject to the provisions of
      Section 14.3) shall be held in trust for the benefit of the holders of
      Senior Indebtedness and, upon notice to the Trustee or such paying agent from
      the representative of the holders of Senior Indebtedness and pursuant to the
      directions of such representative, shall be paid over or delivered to the
      holders of Senior Indebtedness or their representative(s), ratably according
      to
      the aggregate amount remaining unpaid on account of the principal of and
      interest on the Senior Indebtedness held or represented by each, or application
      to the payment or prepayment of all Senior Indebtedness remaining unpaid to
      the
      extent necessary to pay all Senior Indebtedness in full in accordance with
      its
      terms, after giving effect to any concurrent payment or distribution or
      provision therefor to or for the holders of Senior Indebtedness. Promptly after
      becoming aware thereof, the Company shall give written notice to the Trustee
      of
      any event prohibiting payments on account of principal of (or premium, if any,
      on), or interest on, the Securities of any series and, in such event, shall
      provide to the Trustee, in the form of an Officers’ Certificate, the names and
      addresses of the holders of such Senior Indebtedness and their
      representative(s), if any, the amount of the Senior Indebtedness held by each
      such holder, any information necessary to calculate the daily or other increase
      in Senior Indebtedness held by such holders and any other information which
      the
      Trustee may reasonably request to comply with this Article XIV. Subject to
      the provisions of Section 14.2, in the event that the Trustee or any paying
      agent reasonably determines that additional evidence is required with respect
      to
      any Person as a holder of Senior Indebtedness to participate in any payment
      or
      distribution pursuant to this Article XIV, the Trustee or such paying agent,
      as
      the case may be, may request that such Person furnish evidence to its reasonable
      satisfaction as to the extent such Person is entitled to participate in such
      payment or distribution and as to other facts pertinent to the rights of such
      Persons under this Article XIV and if such evidence is not furnished, the
      Trustee or such paying agent, as the case may be, may defer any payment to
      such
      Person pending judicial determination as to the right of such Person to receive
      such payment.

     

    14.4 Payments
      on Securities Permitted.

     

    (a) Nothing
      contained in this Indenture or in any of the Securities shall,

     

    (i) affect
      the obligation of the Company to make, or prevent the Company from making,
      at
      any time except as provided in Sections 14.2 and 14.3, payments of principal
      of
      (or premium, if any, on) or interest, if any, on the Securities, or

     

    (ii) prevent
      the application by the Trustee of any monies deposited with it hereunder to
      the
      payment of or on account of the principal of (or premium, if any, on) or
      interest, if any, on the Securities, unless the Trustee shall have received
      at
      its Corporate Trust Office written notice of any event prohibiting the making
      of
      such payment more than two Business Days prior to the date fixed for such
      payment.

     

    14.5 Authorization
      of Holders to Trustee to Effect Subordination.
      Each
      holder of Securities by his acceptance thereof authorizes and directs the
      Trustee on his behalf to take such action as may be necessary or appropriate
      to
      effectuate the subordination as provided in this Article XIV and appoints the
      Trustee his attorney-in-fact for any and all such purposes.

     

    14.6 Notices
      to Trustee.
      Notwithstanding the provisions of this Article XIV or any other provisions
      of this Indenture, neither the Trustee nor any paying agent (other than the
      Company) shall be charged with knowledge of the existence of any Senior
      Indebtedness or of any event which would prohibit the making of any payment
      of
      monies to or by the Trustee or such paying agent, unless and until the Trustee
      or such paying agent shall have received (in the case of the Trustee, at its
      Corporate Trust Office) written notice thereof from the Company or from the
      holder of any Senior Indebtedness or from the trustee for any such holder,
      together with proof satisfactory to the Trustee of such holding of Senior
      Indebtedness or of the authority of such trustee; provided,
      that if
      at least two Business Days prior to the date upon which by the terms hereof
      any
      such monies may become payable for any purpose (including, without limitation,
      the payment of either the principal of (or premium, if any, on) or interest,
      if
      any, on any Security) the Trustee shall not have received with respect to such
      monies the notice provided for in this Section 14.6, then, anything herein
      contained to the contrary notwithstanding, the Trustee shall have full power
      and
      authority to receive such moneys and to apply the same to the purpose for which
      they were received, and shall not be affected by any notice to the contrary,
      which may be received by it within two Business Days prior to such date. The
      Trustee shall be entitled to rely on the delivery to it of a written notice
      by a
      Person representing himself to be a holder of Senior Indebtedness (or a trustee
      on behalf of such holder) to establish that such a notice has been given by
      a
      holder of Senior Indebtedness or a trustee on behalf of any such holder. In
      the
      event that the Trustee determines in good faith that further evidence is
      required with respect to the right of any Person as a holder of Senior
      Indebtedness to participate in any payment or distribution pursuant to this
      Article XIV, the Trustee may request such Person to furnish evidence to the
      reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
      held by such Person, the extent to which such Person is entitled to participate
      in such payment or distribution and any other facts pertinent to the rights
      of
      such Person under this Article XIV 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.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    14.7 Trustee
      as Holder of Senior Indebtedness.

     

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

     

    (b) Nothing
      in this Article XIV shall apply to claims of, or payments to, the Trustee
      under or pursuant to Section 7.6.

     

    14.8 Modifications
      of Terms of Senior Indebtedness.
      Any
      renewal or extension of the time of payment of any Senior Indebtedness or the
      exercise by the holders of Senior Indebtedness of any of their rights under
      any
      instrument creating or evidencing Senior Indebtedness, including, without
      limitation, the waiver of default thereunder, may be made or done all without
      notice to or assent from the holders of Securities or the Trustee. No
      compromise, alteration, amendment, modification, extension, renewal or other
      change of, or waiver, consent or other action in respect of, any liability
      or
      obligation under or in respect of, or of any of the terms, covenants or
      conditions of any indenture or other instrument under which any Senior
      Indebtedness is outstanding or of such Senior Indebtedness, whether such release
      is in accordance with the provisions of any applicable document, shall in any
      way alter or affect any of the provisions of this Article XIV or of the
      Securities relating to the subordination thereof.

     

    14.9 Reliance
      on Judicial Order or Certificate of Liquidating Agent.
      Upon
      any payment or distribution of assets of the Company referred to in this
      Article XIV, the Trustee and the holders of Securities shall be entitled to
      rely upon any order or decree entered by any court of competent jurisdiction
      in
      which such insolvency, bankruptcy, receivership, liquidation, reorganization,
      dissolution, winding up or similar case or proceeding is pending, or a
      certificate of the trustee in bankruptcy, liquidating trustee, custodian,
      receiver, assignee for the benefit of creditors, agent or other person making
      such payment or distribution, delivered to the Trustee or to the holders of
      Securities, for the purpose of ascertaining the Persons entitled to participate
      in such payment or distribution, the holders of 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 XIV.

     

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

     

    
      	 	
              ICO
                Global Communications (Holdings) Limited

            
	 	
               

            
	 	
              By: 

            	
               

            
	 	
              Name: 

            	
               

            
	 	
              Title: 

            	
               

            
	 	
               

            
	 	
              [TRUSTEE],
                as
                Trustee 

            
	 	
               

            
	 	
              By: 

            	
               

            
	 	
              Name: 

            	
               

            
	 	
              Title: 

            	
               

            


    

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    CROSS-REFERENCE
      TABLE (1)

    


    
      	
              Section
                of Trust Indenture Act Of 1939, as Amended 

            	 	
              Section of Indenture 

            
	
              310(a) 

            	 	
              7.9 

            
	
              310(b) 

            	 	
              7.8 

            
	
               

            	
                 

            	
              7.10 

            
	
              310(c) 

            	 	
              Inapplicable 

            
	
              311(a) 

            	 	
              7.13 

            
	
              311(b) 

            	 	
              7.13 

            
	
              311(c) 

            	 	
              Inapplicable 

            
	
              312(a) 

            	 	
              5.1 

            
	
               

            	 	
              5.2(a) 

            
	
              312(b) 

            	 	
              5.2(c) 

            
	
              312(c) 

            	 	
              5.2(c) 

            
	
              313(a) 

            	 	
              5.4(a) 

            
	
              313(b) 

            	 	
              5.4(b) 

            
	
              313(c) 

            	 	
              5.4(a) 

            
	
               

            	 	
              5.4(b) 

            
	
              313(d) 

            	 	
              5.4(c) 

            
	
              314(a) 

            	 	
              5.3 

            
	
               

            	 	
              13.12 

            
	
              314(b) 

            	 	
              Inapplicable 

            
	
              314(c) 

            	 	
              13.7(a) 

            
	
              314(d) 

            	 	
              Inapplicable 

            
	
              314(e) 

            	 	
              13.7(b) 

            
	
              314(f) 

            	 	
              Inapplicable 

            
	
              315(a) 

            	 	
              7.1(a) 

            
	
               

            	 	
              7.1(b) 

            
	
              315(b) 

            	 	
              7.14 

            
	
              315(c) 

            	 	
              7.1 

            
	
              315(d) 

            	 	
              7.1(b) 

            
	
              315(e) 

            	 	
              6.7 

            
	
              316(a) 

            	 	
              6.6 

            
	
               

            	 	
              8.4 

            
	
              316(b) 

            	 	
              6.4 

            
	
              316(c) 

            	 	
              8.1 

            
	
              317(a) 

            	 	
              6.2 

            
	
              317(b) 

            	 	
              4.3 

            
	
              318(a) 

            	 	
              13.9 

            


    

    
       

      
        

      

    

    
      	
              (1)

            	
                   

            	
              This
                Cross-Reference Table does not constitute part of the Indenture and
                shall
                not have any bearing on the interpretation of any of its terms or
                provisions.

            


    

     

    
      
        
        

      

      
        43