EXHIBIT
        4.6

      


      ICO
        GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED,

      ISSUER

      


      AND

      


      [TRUSTEE],

      TRUSTEE

      


      
        
          

        

      

      


      INDENTURE

      DATED
        AS OF [__], 20__

      


      
        

      

      


      SENIOR
        DEBT SECURITIES


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF CONTENTS

       

      
        	
                ARTICLE
                  I

              	 	
                1

              
	 	 	 
	
                DEFINITIONS

              	 	
                1

              
	 	 	 
	
                1.1

              	
                Definitions
                  of Terms

              	 	
                1

              
	 	 	 
	
                ARTICLE
                  II

              	 	
                5

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

              	 	
                5

              
	 	 	 	 
	
                2.1

              	
                Designation
                  and Terms of Securities

              	 	
                5

              
	
                2.2

              	
                Form
                  of Securities and Trustee’s Certificate

              	 	
                7

              
	
                2.3

              	
                Denominations:
                  Provisions for Payment

              	 	
                7

              
	
                2.4

              	
                Execution
                  and Authentications

              	 	
                8

              
	
                2.5

              	
                Registration
                  of Transfer and Exchange

              	 	
                9

              
	
                2.6

              	
                Temporary
                  Securities

              	 	
                10

              
	
                2.7

              	
                Mutilated,
                  Destroyed, Lost or Stolen Securities

              	 	
                10

              
	
                2.8

              	
                Cancellation

              	 	
                11

              
	
                2.9

              	
                Benefits
                  of Indenture

              	 	
                11

              
	
                2.10

              	
                Authenticating
                  Agent

              	 	
                11

              
	
                2.11

              	
                Global
                  Securities

              	 	
                11

              
	 	 	 
	
                ARTICLE
                  III

              	 	
                12

              
	 	 	 
	
                REDEMPTION
                  OF SECURITIES AND SINKING FUND PROVISIONS

              	 	
                12

              
	 	 	 
	
                3.1

              	
                Redemption

              	 	
                12

              
	
                3.2

              	
                Notice
                  of Redemption

              	 	
                12

              
	
                3.3

              	
                Payment
                  upon Redemption

              	 	
                13

              
	
                3.4

              	
                Sinking
                  Fund

              	 	
                13

              
	
                3.5

              	
                Satisfaction
                  of Sinking Fund Payments with Securities

              	 	
                14

              
	
                3.6

              	
                Redemption
                  of Securities for Sinking Fund

              	 	
                14

              
	
                3.7

              	
                Conversion
                  Arrangement on Call for Redemption

              	 	
                14

              
	 	 	 
	
                ARTICLE
                  IV

              	 	
                15

              
	 	 	 
	
                COVENANTS

              	 	
                15

              
	 	 	 
	
                4.1

              	
                Payment
                  of Principal, Premium and Interest

              	 	
                15

              
	
                4.2

              	
                Maintenance
                  of Office or Agency

              	 	
                15

              
	
                4.3

              	
                Paying
                  Agents

              	 	
                15

              
	
                4.4

              	
                Appointment
                  to Fill Vacancy in Office of Trustee

              	 	
                16

              
	
                4.5

              	
                Compliance
                  with Consolidation Provisions

              	 	
                16

              
	 	 	 
	
                ARTICLE
                  V

              	 	
                16

              
	 	 	 
	
                SECURITYHOLDERS’
                  LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

              	 	
                16

              
	 	 	 
	
                5.1

              	
                Company
                  to Furnish Trustee Names and Addresses of
                  Securityholders

              	 	
                16

              
	
                5.2

              	
                Preservation
                  of Information; Communications with
                  Securityholders

              	 	
                16

              
	
                5.3

              	
                Reports
                  by the Company

              	 	
                17

              
	
                5.4

              	
                Reports
                  by the Trustee

              	 	
                17

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  VI

              	 	
                17

              
	 	 	 
	
                REMEDIES
                  OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF
                  DEFAULT

              	 	
                17

              
	 	 	 	 
	
                6.1

              	
                Events
                  of Default

              	 	
                17

              
	
                6.2

              	
                Collection
                  of Indebtedness and Suits for Enforcement by
                  Trustee

              	 	
                19

              
	
                6.3

              	
                Application
                  of Monies Collected

              	 	
                20

              
	
                6.4

              	
                Limitation
                  on Suits

              	 	
                20

              
	
                6.5

              	
                Rights
                  and Remedies Cumulative; Delay or Omission Not
                  Waiver

              	 	
                21

              
	
                6.6

              	
                Control
                  by Securityholders; Waivers of Past Defaults

              	 	
                21

              
	
                6.7

              	
                Undertaking
                  to Pay Costs

              	 	
                21

              
	 	 	 
	
                ARTICLE
                  VII

              	 	
                22

              
	 	 	 
	
                CONCERNING
                  THE TRUSTEE

              	 	
                22

              
	 	 	 
	
                7.1

              	
                Certain
                  Duties and Responsibilities of Trustee

              	 	
                22

              
	
                7.2

              	
                Certain
                  Rights of Trustee

              	 	
                23

              
	
                7.3

              	
                Trustee
                  not Responsible for Recitals or Issuance or
                  Securities

              	 	
                24

              
	
                7.4

              	
                May
                  Hold Securities

              	 	
                24

              
	
                7.5

              	
                Monies
                  Held in Trust

              	 	
                24

              
	
                7.6

              	
                Compensation
                  and Reimbursement

              	 	
                24

              
	
                7.7

              	
                Reliance
                  on Officers’ Certificate

              	 	
                24

              
	
                7.8

              	
                Disqualification;
                  Conflicting Interests

              	 	
                25

              
	
                7.9

              	
                Corporate
                  Trustee Required; Eligibility

              	 	
                25

              
	
                7.10

              	
                Resignation
                  and Removal; Appointment of Successor

              	 	
                25

              
	
                7.11

              	
                Acceptance
                  of Appointment by Successor

              	 	
                26

              
	
                7.12

              	
                Merger,
                  Conversion, Consolidation or Succession to
                  Business

              	 	
                27

              
	
                7.13

              	
                Preferential
                  Collection of Claims Against the Company

              	 	
                27

              
	
                7.14

              	
                Notice
                  of Default

              	 	
                27

              
	 	 	 
	
                ARTICLE
                  VIII

              	 	
                28

              
	 	 	 
	
                CONCERNING
                  THE SECURITYHOLDERS

              	 	
                28

              
	 	 	 
	
                8.1

              	
                Evidence
                  of Action by Securityholders

              	 	
                27

              
	
                8.2

              	
                Proof
                  of Execution by Securityholders

              	 	
                28

              
	
                8.3

              	
                Who
                  May Be Deemed Owners

              	 	
                28

              
	
                8.4

              	
                Certain
                  Securities Owned by Company Disregarded

              	 	
                28

              
	
                8.5

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

              	 	
                29

              
	 	 	 
	
                ARTICLE
                  IX

              	 	
                29

              
	 	 	 
	
                SUPPLEMENTAL
                  INDENTURES

              	 	
                29

              
	 	 	 
	
                9.1

              	
                Supplemental
                  Indentures Without Consent of Securityholders

              	 	
                29

              
	
                9.2

              	
                Supplemental
                  Indentures With Consent of Securityholders

              	 	
                30

              
	
                9.3

              	
                Effect
                  of Supplemental Indentures

              	 	
                31

              
	
                9.4

              	
                Securities
                  Affected by Supplemental Indentures

              	 	
                31

              
	
                9.5

              	
                Execution
                  of Supplemental Indentures

              	 	
                31

              
	 	 	 
	
                ARTICLE
                  X

              	 	
                32

              
	 	 	 
	
                SUCCESSOR
                  ENTITY

              	 	
                32

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                10.1

              	
                Company
                  May Consolidate, Etc

              	 	
                32

              
	
                10.2

              	
                Successor
                  Entity Substituted

              	 	
                32

              
	
                10.3

              	
                Evidence
                  of Consolidation, Etc. to Trustee

              	 	
                32

              
	 	 	 
	
                ARTICLE
                  XI

              	 	
                33

              
	 	 	 
	
                SATISFACTION
                  AND DISCHARGE

              	 	
                33

              
	 	 	 
	
                11.1

              	
                Satisfaction
                  and Discharge of Indenture

              	 	
                33

              
	
                11.2

              	
                Discharge
                  of Obligations

              	 	
                33

              
	
                11.3

              	
                Deposited
                  Monies to be Held in Trust

              	 	
                33

              
	
                11.4

              	
                Payment
                  of Monies Held by Paying Agents

              	 	
                33

              
	
                11.5

              	
                Repayment
                  to Company

              	 	
                33

              
	 	 	 
	
                ARTICLE
                  XII

              	 	
                34

              
	 	 	 
	
                IMMUNITY
                  OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
                  DIRECTORS

              	 	
                34

              
	 	 	 
	
                ARTICLE
                  XIII

              	 	
                34

              
	 	 	 
	
                MISCELLANEOUS
                  PROVISIONS

              	 	
                34

              
	 	 	 
	
                13.1

              	
                Effect
                  on Successors and Assigns

              	 	
                34

              
	
                13.2

              	
                Actions
                  by Successor

              	 	
                34

              
	
                13.3

              	
                Surrender
                  of Company Powers

              	 	
                34

              
	
                13.4

              	
                Notices

              	 	
                34

              
	
                13.5

              	
                Governing
                  Law

              	 	
                34

              
	
                13.6

              	
                Treatment
                  of Securities as Debt

              	 	
                34

              
	
                13.7

              	
                Certificates
                  and Opinions as to Conditions Precedent.

              	 	
                34

              
	
                13.8

              	
                Payments
                  on Business Days

              	 	
                35

              
	
                13.9

              	
                Conflict
                  with Trust Indenture Act

              	 	
                35

              
	
                13.10

              	
                Counterparts

              	 	
                35

              
	
                13.11

              	
                Separability

              	 	
                35

              
	
                13.12

              	
                Compliance
                  Certificates

              	 	
                35

              
	
                13.13

              	
                Effect
                  of Headings and Table of Contents

              	 	
                35

              


      


      
        
          
          

        

        
          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 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.

       

      “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 at [address], New York, New York [Zip Code].

       

      “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.

       

      “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.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      “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.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      “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.
        

       

      “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. 

       

      “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.


      
        
          
          

        

        
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      “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; 

       

      (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;


      
        
          
          

        

        
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      (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;

       

      (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;


      
        
          
          

        

        
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      (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;
        and

       

      (xxiii) 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. 

       

      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.


      
        
          
          

        

        
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      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. 

       

      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. 


      
        
          
          

        

        
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      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. 

       

      (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. 


      
        
          
          

        

        
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      (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 Officer executing such Securities,
        such determination being exclusively evidenced by such Officer’s execution of
        such Securities. 

       

      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.
        

       

      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. 


      
        
          
          

        

        
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      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 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.

       

      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.

       

      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.


      
        
          
          

        

        
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      (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.

       

      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.


      
        
          
          

        

        
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      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).

       

      (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.


      
        
          
          

        

        
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      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 (i) may deliver Outstanding Securities of a series and
        (ii) 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
        (i) Securities of that series may be presented for payment or conversion,
        (ii) Securities of that series may be presented as herein above authorized
        for registration of transfer and exchange, and (iii) 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:

       

      (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.


      
        
          
          

        

        
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      (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 (and premium, if any)
        or
        interest so becoming due, such sum to be held in trust for the benefit of
        the
        Persons entitled to such 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.

       

      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.


      
        
          
          

        

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

       

      (b) 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;

       

      (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;


      
        
          
          

        

        
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      (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.

       

      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.


      
        
          
          

        

        
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      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.

       

      (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.


      
        
          
          

        

        
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      (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 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

       

      Third,
        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.

       

      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.

       

      
        
          
          

        

        
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      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.

       

      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.


      
        
          
          

        

        
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    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;

     

    (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.

     

    
      
        
        

      

      
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    7.2 Certain
      Rights of Trustee.
      Except
      as otherwise provided in Section 7.1 and subject to the requirements of 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

     

    (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).

     

    
      
        
        

      

      
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    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.

     

    (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 additional indebtedness hereunder.
      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.

     

    
      
        
        

      

      
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    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

     

    (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.

    


    
      
        
        

      

      
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    (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.

     

    (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.

     

    
      
        
        

      

      
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    (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.

     

    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.

     

    
      
        
        

      

      
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    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.

     

    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. 

     

    
      
        
        

      

      
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    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 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;

     

    (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;

     

    
      
        
        

      

      
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    (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.

     

    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 Securities of any such 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 the maturity thereof pursuant to
      Section 6.1 or the amount provable in bankruptcy pursuant to
      Section 6.1 or (b) reduce the aforesaid percentage of Securities the
      consent of the Securityholders of which is required for any such indenture
      supplemental hereto.

     

    
      
        
        

      

      
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    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.

     

    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.

     

    
      
        
        

      

      
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    (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.

     

    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.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	
              ICO
                Global Communications (Holdings) Limited

            
	 	
               

            
	 	
              By: 

            	
               

            
	 	
              Name: 

            	
               

            
	 	
              Title: 

            	
               

            
	 	
               

            
	 	
              [TRUSTEE],
                as Trustee 

            
	 	
               

            
	 	
              By: 

            	
               

            
	 	
              Name: 

            	
               

            
	 	
              Title: 

            	
               

            


    

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    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.

            


    

    


    
      
        
        

      

      
        37