F-3














Exhibit 4.3  



Form of Indenture 



TOWER SEMICONDUCTOR LTD. 
ISSUER 



and 


[____________________]
INDENTURE TRUSTEE 



INDENTURE 



Dated as of ________,
_____ 



















TABLE OF CONTENTS




		
		
		
		
		
	ARTICLE I        DEFINITIONS AND INCORPORATION BY REFERENCE	1 
	 
	Section 1.01 Definitions	1 
	Section 1.02 Other Definitions	4 
	Section 1.03 Incorporation by Reference of Trust Indenture Act	4 
	Section 1.04 Rules of Construction	5 
	 
	ARTICLE II         THE SECURITIES	5 
	 
	Section 2.01 Issuable in Series	5 
	Section 2.02 Establishment of Terms of Series of Securities	5 
	Section 2.03 Execution and Authentication	7 
	Section 2.04 Registrar and Paying Agent	7 
	Section 2.05 Paying Agent to Hold Money in Trust	8 
	Section 2.06 Holder Lists	8 
	Section 2.07 Transfer and Exchange	8 
	Section 2.08 Mutilated, Destroyed, Lost and Stolen Securities	8 
	Section 2.09 Outstanding Securities	9 
	Section 2.10 Treasury Securities	9 
	Section 2.11 Temporary Securities	9 
	Section 2.12 Cancellation	9 
	Section 2.13 Defaulted Interest	10 
	Section 2.14 Global Securities	10 
	Section 2.15 CUSIP Numbers	11 
	 
	ARTICLE III         REDEMPTION	11 
	 
	Section 3.01 Notice to Trustee	11 
	Section 3.02 Selection of Securities to be Redeemed	11 
	Section 3.03 Notice of Redemption	11 
	Section 3.04 Effect of Notice of Redemption	12 
	Section 3.05 Deposit of Redemption Price	12 
	Section 3.06 Securities Redeemed in Part	12 
	 
	ARTICLE IV         COVENANTS	12 
	 
	Section 4.01 Payment of Principal and Interest	12 
	Section 4.02 SEC Reports	12 
	Section 4.03 Compliance Certificate	12 
	Section 4.04 Stay, Extension and Usury Laws	13 
	 
	ARTICLE V         SUCCESSORS	13 
	 
	Section 5.01 When Company May Merge, Etc	13 
	Section 5.02 Successor Corporation Substituted	13 






i










TABLE OF CONTENTS

(continued)





	ARTICLE VI         DEFAULTS AND REMEDIES	13 
	  	 
	Section 6.01 Events of Default	13 
	Section 6.02 Acceleration of Maturity; Rescission and Annulment	14 
	Section 6.03 Collection of Indebtedness and Suits for Enforcement by Trustee	15 
	Section 6.04 Trustee May File Proofs of Claim	15 
	Section 6.05 Trustee May Enforce Claims Without Possession of Securities	16 
	Section 6.06 Application of Money Collected	16 
	Section 6.07 Limitation on Suits	16 
	Section 6.08 Unconditional Right of Holders to Receive Principal and Interest	17 
	Section 6.09 Restoration of Rights and Remedies	17 
	Section 6.10 Rights and Remedies Cumulative	17 
	Section 6.11 Delay or Omission Not Waiver	17 
	Section 6.12 Control by Holders	17 
	Section 6.13 Waiver of Past Defaults	17 
	Section 6.14 Undertaking for Costs	18 
	 
	ARTICLE VII         TRUSTEE	18 
	 
	Section 7.01 Duties of Trustee	18 
	Section 7.02 Rights of Trustee	19 
	Section 7.03 Individual Rights of Trustee	20 
	Section 7.04 Trustee's Disclaimer	20 
	Section 7.05 Notice of Defaults	20 
	Section 7.06 Reports by Trustee to Holders	20 
	Section 7.07 Compensation and Indemnity	20 
	Section 7.08 Replacement of Trustee	21 
	Section 7.09 Successor Trustee by Merger, etc	21 
	Section 7.10 Eligibility; Disqualification	21 
	Section 7.11 Preferential Collection of Claims Against Company	21 
	 
	ARTICLE VIII         SATISFACTION AND DISCHARGE; DEFEASANCE	21 
	 
	Section 8.01 Satisfaction and Discharge of Indenture	21 
	Section 8.02 Application of Trust Funds; Indemnification	22 
	Section 8.03 Legal Defeasance of Securities of any Series	23 
	Section 8.04 Covenant Defeasance	24 
	Section 8.05 Repayment to Company	25 
	Section 8.06 Reinstatement	25 
	 
	ARTICLE IX         AMENDMENTS AND WAIVERS	25 
	 
	Section 9.01 Without Consent of Holders	25 
	Section 9.02 With Consent of Holders	26 
	Section 9.03 Limitations	26 
	Section 9.04 Compliance with Trust Indenture Act	27 
	Section 9.05 Revocation and Effect of Consents	27 
	Section 9.06 Notation on or Exchange of Securities	27 
	Section 9.07 Trustee Protected	27 
	 
	ARTICLE X         MISCELLANEOUS	27 
	 
	Section 10.01 Trust Indenture Act Controls	27 
	Section 10.02 Notices	27 






ii










TABLE OF CONTENTS

(continued)



	Section 10.03 Communication by Holders with Other Holders	28 
	Section 10.04 Certificate and Opinion as to Conditions Precedent	28 
	Section 10.05 Statements Required in Certificate or Opinion	28 
	Section 10.06 Rules by Trustee and Agents	28 
	Section 10.07 Legal Holidays	29 
	Section 10.08 No Recourse Against Others	29 
	Section 10.09 Counterparts	29 
	Section 10.10 Governing Laws	29 
	Section 10.11 No Adverse Interpretation of Other Agreements	29 
	Section 10.12 Successors	29 
	Section 10.13 Severability	29 
	Section 10.14 Table of Contents, Headings, Etc	29 
	Section 10.15 Securities in a Foreign Currency	29 
	Section 10.16 Judgment Currency	30 
	 
	ARTICLE XI         SINKING FUNDS	30 
	 
	Section 11.01 Applicability of Article	30 
	Section 11.02 Satisfaction of Sinking Fund Payments with Securities	30 
	Section 11.03 Redemption of Securities for Sinking Fund	31 






iii















                                                TOWER SEMICONDUCTOR LTD.

                             Reconciliation and tie between Trust Indenture Ajct of 1939 and

                                          Indenture, dated as of_______, ____





			
			
			
			
			
	Section 310	(a)(1) 	7.10 
	 	(a)(2) 	7.10 
	 	(a)(3) 	NOT APPLICABLE
	 	(a)(4) 	NOT APPLICABLE
	 	(a)(5) 	7.10 
	 	(b) 	7.10 
	Section 311	(a) 	7.11 
	 	(b) 	7.11 
	 	(c) 	NOT APPLICABLE
	Section 312	(a) 	2.06 
	 	(b) 	10.03 
	 	(c) 	10.03 
	Section 313	(a) 	7.06 
	 	(b)(1) 	7.06 
	 	(b)(2) 	7.06 
	 	(c)(1) 	7.06 
	 	(d) 	7.06 
	Section 314	(a) 	4.02,10.05 
	 	(b) 	NOT APPLICABLE
	 	(c)(1) 	10.04 
	 	(c)(2) 	10.04 
	 	(c)(3) 	NOT APPLICABLE
	 	(d) 	NOT APPLICABLE
	 	(e) 	10.05 
	 	(f) 	NOT APPLICABLE
	Section 315	(a) 	7.01 
	 	(b) 	7.05 
	 	(c) 	7.01 
	 	(d) 	7.01 
	 	(e) 	6.14 
	Section 316	(a) 	2.09 
	 	(a)(1)(a) 	6.12 
	 	(a)(1)(b) 	6.13 
	 	(b) 	6.08 
	Section 317	(a)(1) 	6.03 
	 	(a)(2) 	6.04 
	 	(b) 	2.05 
	Section 318	(a) 	10.01 







iv














        Indenture
dated as of_______, ____ between Tower Semiconductor Ltd.., an Israeli company
(“Company”), and _______, a _______ corporation, as trustee (“Trustee”). 



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




ARTICLE I 
DEFINITIONS AND
INCORPORATION BY REFERENCE 




        Section
1.01 Definitions.  




        “Additional
Amounts” means any additional amounts which are required hereby or by any
Security, under circumstances specified herein or therein, to be paid by the Company in
respect of certain taxes imposed on Holders specified herein or therein and which are
owing to such Holders. 



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



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



        “Applicable
Procedures” means, with respect to any transfer or transaction involving a Global
Security or beneficial interest therein, the rules and procedures of DTC or any successor
Depositary, in each case to the extent applicable to such transaction and as in effect
from time to time. 



        “Authorized
Newspaper” means a newspaper in an official language of the country of
publication customarily published at least once a day for at least five days in each
calendar week and of general circulation in the place in connection with which the term is
used. If it shall be impractical in the opinion of the Trustee to make any publication of
any notice required hereby in an Authorized Newspaper, any publication or other notice in
lieu thereof that is made or given by the Trustee shall constitute a sufficient
publication of such notice. 



        “Bearer”
means anyone in possession from time to time of a Bearer Security. 



        “Bearer
Security” means any Security, including any interest coupon appertaining thereto,
that does not provide for the identification of the Holder thereof. 



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



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



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



        “Capital
Interests” means any and all shares, interests, participations, rights or other
equivalents (however designated) of capital stock, including, without limitation, with
respect to partnerships, partnership interests (whether general or limited) and any other
interest or participation that confers on a person the right to receive a share of the
profits and losses of, or distributions of assets of, such partnership. 




1









        “Company”
means the party named as such above until a successor replaces it and thereafter means the
successor. 



        “Company
Order” means a written order signed in the name of the Company by two Officers,
one of whom must be the Company’s principal executive officer, principal financial
officer or principal accounting officer. 



        “Company
Request” means a written request signed in the name of the Company by its Chief
Executive Officer, Chief Financial Officer or a Vice President, and by its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee. 



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



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



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



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



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



        “DTC”
means the Depository Trust Company, a New York corporation. 



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



        “Foreign
Currency” means any currency or currency unit issued by a government other than
the government of The United States of America. 



        “Foreign
Government Obligations” means, with respect to Securities of any Series that are
denominated in a Foreign Currency, (i) direct obligations of the government that issued or
caused to be issued such currency for the payment of which obligations its full faith and
credit is pledged or (ii) obligations of a person controlled or supervised by or acting as
an agency or instrumentality of such government the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by such government,
which, in either case under clauses (i) or (ii), are not callable or redeemable at the
option of the issuer thereof. 



        “GAAP”
means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Standards Board or in
such other statements by such other entity as have been approved by a significant segment
of the accounting profession. 



        “Global
Security” or “Global Securities” means a Security or Securities,
as the case may be, in the form established pursuant to Section 2.02 evidencing all or
part of a Series of Securities, issued to the Depository for such Series or its nominee,
and registered in the name of such Depository or nominee. 



2










        “Holder”
means a person in whose name a Security is registered or the holder of a Bearer Security. 



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



        “interest”
with respect to any Discount Security which by its terms bears interest only after
Maturity means interest payable after Maturity. 



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



        “Officer”
means the Chief Executive Officer, Chief Financial Officer, any Vice-President, the
Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of the
Company. 



        “Officers’
Certificate” means a certificate signed by two Officers, one of whom must be the
Company’s principal executive officer, principal financial officer or principal
accounting officer. 



        “Opinion
of Counsel” means a written opinion of legal counsel who is reasonably acceptable
to the Trustee. The counsel may be an employee of or counsel to the Company. 



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



        “Principal”
of a Security means the principal of the Security plus, when appropriate, the premium, if
any, on, and any Additional Amounts in respect of, the Security. 



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



        “SEC”
means the Securities and Exchange Commission. 



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



        “Series”
or “Series of Securities” means each series of debentures, notes or other
debt instruments of the Company created pursuant to Sections 2.01 and 2.02 hereof. 



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



        “Subsidiary”
means, with respect to any person, any corporation, association or other business entity
of which more than 50% of the total voting power of shares of Capital Interests entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof or, in the case of a partnership, more than 50% of
the partners’ Capital Interests (considering all partners’ Capital Interests as
a single class), is at the time owned or controlled, directly or indirectly, by such
person or one or more of the other Subsidiaries of such person or combination thereof. 



        “TIA”
means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on
the date of this Indenture and the rules and regulations promulgated thereunder; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such date,
“TIA” means, to the extent required by any such amendment, the Trust Indenture
Act as so amended. 



3










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



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




        Section
1.02 Other Definitions. 









	 	TERM
	DEFINED IN 
SECTION

	  		
	 		
	 		
	 		
	 	"Bankruptcy Law"	6.01 
	 	"Custodian"	6.01 
	 	"Event of Default"	6.01 
	 	"Judgment Currency"	10.16 
	 	"Legal Holiday"	10.07 
	 	"mandatory sinking fund payment"	11.01 
	 	"Market Exchange Rate"	10.15 
	 	"New York Banking Day"	10.16 
	 	"optional sinking fund payment"	11.01 
	 	"Paying Agent"	2.04 
	 	"Registrar"	2.04 
	 	"Required Currency"	10.16 
	 	"Service Agent"	2.04 
	 	"successor person"	5.01 












        Section
1.03 Incorporation by Reference of Trust Indenture Act.  



        Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. The following TIA terms used in this
Indenture have the following meanings: 



        “Commission”
means the SEC. 



        “indenture
securities” means the Securities. 



        “indenture security
holder” means a Holder. 



        “indenture
to be qualified” means this Indenture. 



4










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



        “obligor”
on the indenture securities means the Company and any successor obligor upon the
Securities. 



        All
other terms used in this Indenture that are defined by the TIA, defined by TIA reference
to another statute or defined by SEC rule under the TIA and not otherwise defined herein
are used herein as so defined. 



        Section
1.04 Rules of Construction.  




        Unless
the context otherwise requires: 



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




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




        (c)           references
to “generally accepted accounting principles” and           “GAAP” shall
mean generally accepted accounting principles in effect           as of the time when and
for the period as to which such accounting principles           are to be applied;  




        (d)          “or” is
not exclusive;  




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




        (f)           provisions
apply to successive events and transactions.  





ARTICLE II 

THE SECURITIES




        Section
2.01 Issuable in Series. The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The Securities may be
issued in one or more Series. All Securities of a Series shall be identical except as may
be set forth or determined in the manner provided in a Board Resolution, supplemental
indenture or Officers’ Certificate detailing the adoption of the terms thereof
pursuant to authority granted under a Board Resolution. In the case of Securities of a
Series to be issued from time to time, the Board Resolution, Officers’ Certificate or
supplemental indenture detailing the adoption of the terms thereof pursuant to authority
granted under a Board Resolution may provide for the method by which specified terms (such
as interest rate, maturity date, record date or date from which interest shall accrue) are
to be determined. Securities may differ between Series in respect of any matters, provided
that all Series of Securities shall be equally and ratably entitled to the benefits of the
Indenture.  



        Section
2.02 Establishment of Terms of Series of Securities. At or prior to the issuance of any
Securities within a Series, the following shall be established (as to the Series
generally, in the case of Subsection 2.02(a) and either as to such Securities within the
Series or as to the Series generally in the case of Subsections 2.02(b) through 2.02(s) by
or pursuant to a Board Resolution, and set forth or determined in the manner provided in a
Board Resolution, supplemental indenture or an Officers’ Certificate:  



        (a)           the
form and title of the Series (which shall distinguish the Securities of that
          particular Series from the Securities of any other Series);  




        (b)           the
price or prices (expressed as a percentage of the principal amount thereof)           at
which the Securities of the Series will be issued;  



5










        (c)           any
limit upon the aggregate principal amount of the Securities of the Series           which
may be authenticated and delivered under this Indenture (except for           Securities
authenticated and delivered upon registration of transfer of, or in           exchange
for, or in lieu of, other Securities of the Series pursuant to Section           2.07,
2.08, 2.11, 3.06 or 9.06);  




        (d)          the
date or dates on which the principal of the Securities of the Series is
          payable;  




        (e)          the
rate or rates (which may be fixed or variable) per annum or, if applicable,           the
method used to determine such rate or rates (including, but not limited to,           any
commodity, commodity index, stock exchange index or financial index) at           which
the Securities of the Series shall bear interest, if any, the date or           dates
from which such interest, if any, shall accrue, the date or dates on which           such
interest, if any, shall commence and be payable and any regular record date           for
the interest payable on any interest payment date;  




        (f)           the
place or places where the principal of and interest, if any, on the           Securities
of the Series shall be payable, where the Securities of such Series           may be
surrendered for registration of transfer or exchange and where notices           and
demands to or upon the Company in respect of the Securities of such Series           and
this Indenture may be served, and the method of such payment, if by wire
          transfer, mail or other means;  




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




        (h)           the
obligation, if any, of the Company to redeem or purchase the Securities of           the
Series pursuant to any sinking fund or analogous provisions or at the option           of
a Holder thereof and the period or periods within which, the price or prices           at
which and the terms and conditions upon which Securities of the Series shall           be
redeemed or purchased, in whole or in part, pursuant to such obligation;  




        (i)          the
dates, if any, on which and the price or prices at which the Securities of           the
Series will be repurchased by the Company at the option of the Holders           thereof
and other detailed terms and provisions of such repurchase obligations;  




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




        (k)           if
other than the principal amount thereof, the portion of the principal amount           of
the Securities of the Series that shall be payable upon declaration of
          acceleration of the maturity thereof pursuant to Section 6.02;  




        (l)         the
currency of denomination of the Securities of the Series, which may be           Dollars
or any Foreign Currency, and the agency or organization, if any,           responsible
for overseeing such composite currency;  




        (m)        the
provisions, if any, relating to any security provided for the Securities of           the
Series;  




        (n)        any
addition to or change in the Events of Default which applies to any           Securities
of the Series and any change in the right of the Trustee or the           requisite
Holders of such Securities to declare the principal amount thereof due           and
payable pursuant to Section 6.02;  




        (o)        any
addition to or change in the covenants set forth in Articles IV or V which
          applies to Securities of the Series;  




        (p)         the
provisions, if any, relating to conversion of any Securities of such Series,
          including, if applicable, the securities into which the Securities are
          convertible, the conversion price, the conversion period, provisions as to
          whether conversion will be mandatory, at the option of the Holders or at the
          option of the Company, the events requiring an adjustment of the conversion
          price and provisions affecting conversion if such Series of Securities are
          redeemed;  


6










        (q)           whether
the Securities of such Series will be senior debt securities or           subordinated
debt securities and, if applicable, a description of the           subordination terms
thereof;  




        (r)        any
depositaries, interest rate calculation agents, exchange rate calculation
          agents or other agents with respect to Securities of such Series if other than
          those appointed herein; and  




        (s)         any
other terms of the Securities of the Series (which may modify or delete any
          provision of this Indenture insofar as it applies to such Series).  




        All
Securities of any one Series need not be issued at the same time and may be issued from
time to time, consistent with the terms of this Indenture, if so provided by or pursuant
to the Board Resolution, supplemental indenture hereto or Officers’ Certificate
referred to above, and, unless otherwise provided in such Board Resolution, a Series may
be reopened, without the consent of the Holders, for increases in the aggregate principal
amount of such Series and issuances of additional Securities of such Series. 



        Section
2.03 Execution and Authentication. Two Officers shall sign the Securities for the Company
by manual or facsimile signature. If an Officer whose signature is on a Security no longer
holds that office at the time the Security is authenticated, the Security shall
nevertheless be valid. A Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent. The signature shall be conclusive
evidence that the Security has been authenticated under this Indenture. The Trustee shall
at any time, and from time to time, authenticate Securities for original issue in the
principal amount provided in the Board Resolution, supplemental indenture hereto or
Officers’ Certificate, upon receipt by the Trustee of a Company Order. Such Company
Order may authorize authentication and delivery pursuant to oral or electronic
instructions from the Company or its duly authorized agent or agents, which oral
instructions shall be promptly confirmed in writing. Each Security shall be dated the date
of its authentication unless otherwise provided by a Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate. The aggregate principal amount of
Securities of any Series outstanding at any time may not exceed any limit upon the maximum
principal amount for such Series set forth in the Board Resolution, supplemental indenture
hereto or Officers’ Certificate delivered pursuant to Section 2.02, except as
provided in Section 2.02 or 2.08. Prior to the issuance of Securities of any Series, the
Trustee shall have received and (subject to Section 7.02) shall be fully protected in
relying on: (a) the Board Resolution, supplemental indenture hereto or Officers’
Certificate establishing the form of the Securities of that Series or of Securities within
that Series and the terms of the Securities of that Series or of Securities within that
Series, (b) an Officers’ Certificate complying with Section 10.04 and (c) an Opinion
of Counsel complying with Section 10.04. The Trustee shall have the right to decline to
authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised
by counsel, determines that such action may not be taken lawfully; or (b) if the
Trustee’s by its board of directors or trustees, executive committee or a trust
committee of directors and/or vice-presidents shall determine in good faith that such
action would expose the Trustee to personal liability to Holders of any then outstanding
Series of Securities. The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the same rights
as an Agent to deal with the Company or an Affiliate of the Company.  



        Section
2.04 Registrar and Paying Agent. The Company shall maintain, with respect to each Series
of Securities, at the place or places specified with respect to such Series pursuant to
Section 2.02, an office or agency where Securities of such Series may be presented or
surrendered for payment (“Paying Agent”), where Securities of such Series may be
surrendered for registration of transfer or exchange (“Registrar”) and where
notices and demands to or upon the Company in respect of the Securities of such Series and
this Indenture may be served (“Service Agent”). The Registrar shall keep a
register with respect to each Series of Securities and to their transfer and exchange. The
Company will give prompt written notice to the Trustee of the name and address, and any
change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any
time the Company shall fail to maintain any such required Registrar, Paying Agent or
Service Agent or shall fail to furnish the Trustee with the name and address thereof, such
presentations, surrenders, 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, surrenders, notices and demands. The Company may also from
time to time designate one or more co-registrars, additional paying agents or additional
service agents and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company of its
obligations to maintain a Registrar, Paying Agent and Service Agent in each place so
specified pursuant to Section 2.02 for Securities of any Series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the name or address of any such co-registrar, additional
paying agent or additional service agent. The term “Registrar” includes any
co-registrar; the term “Paying Agent” includes any additional paying agent; and
the term “Service Agent” includes any additional service agent. The Company
hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each
Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is
appointed prior to the time Securities of that Series are first issued.  




7









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



        Section
2.06 Holder Lists. The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of Holders of
each Series of Securities and shall otherwise comply with TIA Section 312(a). If the
Trustee is not the Registrar, the Company shall furnish to the Trustee at least ten (10)
days before each interest payment date and at such other times as the Trustee may request
in writing a list, in such form and as of such date as the Trustee may reasonably require,
of the names and addresses of Holders of each Series of Securities.  



        Section
2.07 Transfer and Exchange. Where Securities of a Series are presented to the Registrar or
a co-registrar with a request to register a transfer or to exchange them for an equal
principal amount of Securities of the same Series, the Registrar shall register the
transfer or make the exchange if its requirements for such transactions are met. To permit
registrations of transfers and exchanges, the Trustee shall authenticate Securities at the
Registrar’s request. No service charge shall be made for any registration of transfer
or exchange (except as otherwise expressly permitted herein), but the Company may require
payment of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer tax or similar governmental
charge payable upon exchanges pursuant to Sections 2.11, 3.06 or 9.06). Neither the
Company nor the Registrar shall be required (a) to issue, register the transfer of, or
exchange Securities of any Series for the period beginning at the opening of business
fifteen days immediately preceding the mailing of a notice of redemption of Securities of
that Series selected for redemption and ending at the close of business on the day of such
mailing, or (b) to register the transfer of or exchange Securities of any Series selected,
called or being called for redemption as a whole or the portion being redeemed of any such
Securities selected, called or being called for redemption in part.  




        Section
2.08 Mutilated, Destroyed, Lost and Stolen Securities.  



        (a) If
any mutilated Security is surrendered to the Trustee, the Company shall           execute
and the Trustee shall authenticate and make available for delivery in           exchange
therefor a new Security of the same Series and of like tenor and           principal
amount and bearing a number not contemporaneously outstanding. If           there shall
be delivered to the Company and the Trustee (i) evidence to their           satisfaction
of the destruction, loss or theft of any Security and (ii) such           security or
indemnity as may be required by them to save each of them and any           agent of
either of them harmless, then, in the absence of notice to the Company           or the
Trustee that such Security has been acquired by a protected purchaser,           the
Company shall execute and upon its request the Trustee shall authenticate           and
make available for delivery, in lieu of any such destroyed, lost or stolen
          Security, a new Security of the same Series and of like tenor and principal
          amount and bearing a number not contemporaneously outstanding. In case any such
          mutilated, destroyed, lost or stolen Security has become or is about to become
          due and payable, the Company in its discretion may, instead of issuing a new
          Security, pay such Security.  



8









        (b) Upon
the issuance of any new Security under this Section, the Company may           require
the payment of a sum sufficient to cover any tax or other governmental           charge
that may be imposed in relation thereto and any other expenses (including           the
fees and expenses of the Trustee) connected therewith. Every new Security of
          any Series issued pursuant to this Section in lieu of any destroyed, lost or
          stolen Security shall constitute an original additional contractual obligation
          of the Company, whether or not the destroyed, lost or stolen Security shall be
          at any time enforceable by anyone, and shall be entitled to all the benefits of
          this Indenture equally and proportionately with any and all other Securities of
          that Series duly issued hereunder. The provisions of this Section are exclusive
          and shall preclude (to the extent lawful) all other rights and remedies with
          respect to the replacement or payment of mutilated, destroyed, lost or stolen
          Securities.  




        Section
2.09 Outstanding Securities. The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest on a Global Security effected by the
Trustee in accordance with the provisions hereof and those described in this Section as
not outstanding. If a Security is replaced pursuant to Section 2.08, it ceases to be
outstanding until the Trustee receives proof satisfactory to it that the replaced Security
is held by a protected purchaser. If the Paying Agent (other than the Company, a
Subsidiary of the Company or an Affiliate of the Company) holds on the Maturity of
Securities of a Series money sufficient to pay such Securities payable on that date, then
on and after that date such Securities of the Series cease to be outstanding and interest
on them ceases to accrue. A Security does not cease to be outstanding because the Company
or an Affiliate of the Company holds the Security. In determining whether the Holders of
the requisite principal amount of outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal amount of a
Discount Security that shall be deemed to be outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the Maturity thereof pursuant to
Section 6.02.  



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



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



        Section
2.12 Cancellation. The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or payment. The
Trustee shall cancel all Securities surrendered for registration of transfer, exchange,
payment, replacement or cancellation in accordance with its customary procedures and
deliver such canceled Securities to the Company, unless the Company otherwise directs;
provided that the Trustee shall not be required to destroy Securities. The Company may not
issue new Securities to replace Securities that it has paid or delivered to the Trustee
for cancellation.  



9










        Section
2.13 Defaulted Interest. If the Company defaults in a payment of interest on a Series of
Securities, it shall pay the defaulted interest, plus, to the extent permitted by law, any
interest payable on the defaulted interest, to the persons who are Holders of the Series
on a subsequent special record date. The Company shall fix the record date and payment
date. At least ten (10) days before the record date, the Company shall mail to the Trustee
and to each Holder of the Series a notice that states the record date, the payment date
and the amount of interest to be paid. The Company may pay defaulted interest in any other
lawful manner.  



        Section
2.14 Global Securities  




        (a)          Terms
of Securities. A Board Resolution, a supplemental indenture hereto or an
          Officers’ Certificate shall establish whether the Securities of a Series
          shall be issued in whole or in part in the form of one or more Global
Securities           and the Depository for such Global Security or Securities.  




        (b)         Transfer
and Exchange. Notwithstanding any provisions to the contrary contained           in
Section 2.07 of the Indenture and in addition thereto, any Global Security
          shall be exchangeable pursuant to Section 2.07 of the Indenture for Securities
          registered in the names of Holders other than the Depository for such Security
          or its nominee only if (i) such Depository notifies the Company that it is
          unwilling or unable to continue as Depository for such Global Security or if at
          any time such Depository ceases to be a clearing agency registered under the
          Exchange Act, and, in either case, the Company fails to appoint a successor
          Depository registered as a clearing agency under the Exchange Act within 90
days           of such event, (ii) the Company executes and delivers to the Trustee an
          Officers’ Certificate to the effect that such Global Security shall be so
          exchangeable or (iii) an Event of Default with respect to the Securities
          represented by such Global Security shall have happened and be continuing. Any
          Global Security that is exchangeable pursuant to the preceding sentence shall
be           exchangeable for Securities registered in such names as the Depository shall
          direct in writing in an aggregate principal amount equal to the principal
amount           of the Global Security with like tenor and terms.  




        (c)         Except
as provided in this Section 2.14(c), a Global Security may not be           transferred
except as a whole by the Depository with respect to such Global           Security to a
nominee of such Depository, by a nominee of such Depository to           such Depository
or another nominee of such Depository or by the Depository or           any such nominee
to a successor Depository or a nominee of such a successor           Depository.  




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




        (e)          “This
Security is a Global Security within the meaning of the Indenture           hereinafter
referred to and is registered in the name of the Depository or a           nominee of the
Depository. This Security is exchangeable for Securities           registered in the name
of a person other than the Depository or its nominee only           in the limited
circumstances described in the Indenture, and may not be           transferred except as
a whole by the Depository to a nominee of the Depository,           by a nominee of the
Depository to the Depository or another nominee of the           Depository or by the
Depository or any such nominee to a successor Depository or           a nominee of such a
successor Depository.” 




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




        (g)         Payments.
Notwithstanding the other provisions of this Indenture, unless           otherwise
specified as contemplated by Section 2.02, payment of the principal of           and
interest, if any, on any Global Security shall be made to the Holder           thereof.  




        (h)
          Consents, Declaration and Directions. Except as provided in Section 2.14(g),
the           Company, the Trustee and any Agent shall treat a person as the Holder of
such           principal amount of outstanding Securities of such Series represented by a
          Global Security as shall be specified in a written statement of the Depository
          with respect to such Global Security, for purposes of obtaining any consents,
          declarations, waivers or directions required to be given by the Holders
pursuant           to this Indenture.  



10










        (i)
          The Depository or its nominee, as registered owner of a Global Security, shall
          be the Holder of such Global Security for all purposes under the Indenture and
          the Securities, and owners of beneficial interests in a Global Security shall
          hold such interests pursuant to the Applicable Procedures. Accordingly, any
such           owner’s beneficial interest in a Global Security will be shown only
on, and           the transfer of such interest shall be effected only through, records
maintained           by the Depositary or its nominee and such owners of beneficial
interests in a           Global Security will not be considered the owners or holders
thereof.  




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



ARTICLE III 
REDEMPTION 



        Section
3.01 Notice to Trustee. The Company may, with respect to any Series of Securities, reserve
the right to redeem and pay the Series of Securities or may covenant to redeem and pay the
Series of Securities or any part thereof prior to the Stated Maturity thereof at such time
and on such terms as provided for in such Securities. If a Series of Securities is
redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity
thereof all or part of the Series of Securities pursuant to the terms of such Securities,
it shall notify the Trustee of the redemption date and the principal amount of Series of
Securities to be redeemed.  



        Section
3.02 Selection of Securities to be Redeemed. Unless otherwise indicated for a particular
Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate,
if less than all the Securities of a Series are to be redeemed, the Trustee shall select
the Securities of the Series to be redeemed in any manner that the Trustee deems fair and
appropriate. The Trustee shall make the selection from Securities of the Series
outstanding not previously called for redemption. The Trustee may select for redemption
portions of the principal of Securities of the Series that have denominations larger than
$1,000. Securities of the Series and portions of them it selects shall be in amounts of
$1,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable
in other denominations pursuant to Section 2.02(j), the minimum principal denomination for
each Series and integral multiples thereof. Provisions of this Indenture that apply to
Securities of a Series called for redemption also apply to portions of Securities of that
Series called for redemption.  



        Section
3.03 Notice of Redemption.  




        (a)         Unless
otherwise indicated for a particular Series by Board Resolution, a           supplemental
indenture hereto or an Officers’ Certificate, at least 30 days           but not
more than 60 days before a redemption date, the Company shall mail a           notice of
redemption by first-class mail to each Holder whose Securities are to           be
redeemed and, if any Bearer Securities are outstanding, publish on one           occasion
a notice in an Authorized Newspaper. The notice shall identify the           Securities
of the Series to be redeemed and shall state:  




	 	        (i)          the
redemption date;  







	 	        (ii)               the
redemption price;  







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







11











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







	 	        (v)               that
interest on Securities of the Series called for redemption ceases to accrue
               on and after the redemption date;  







	 	        (vi) the
CUSIP number, if any; and  







	 	        (vii) any
other information as may be required by the terms of the particular Series
               or the Securities of a Series being redeemed.  







        At
the Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at its expense. 



        Section
3.04 Effect of Notice of Redemption. Once notice of redemption is mailed or published as
provided in Section 3.03, Securities of a Series called for redemption become due and
payable on the redemption date and at the redemption price. A notice of redemption may not
be conditional. Upon surrender to the Paying Agent, such Securities shall be paid at the
redemption price plus accrued interest to the redemption date; provided that installments
of interest whose Stated Maturity is on or prior to the redemption date shall be payable
to the Holders of such Securities (or one or more predecessor Securities) registered at
the close of business on the relevant record date therefor according to their terms and
the terms of this Indenture.  



        Section
3.05 Deposit of Redemption Price. On or before 10:00 a.m., New York City time, on the
redemption date, the Company shall deposit with the Paying Agent money sufficient to pay
the redemption price of and accrued interest, if any, on all Securities to be redeemed on
that date.  



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



ARTICLE IV 
COVENANTS 



        Section
4.01 Payment of Principal and Interest. The Company covenants and agrees for the benefit
of the Holders of each Series of Securities that it will duly and punctually pay the
principal of and interest, if any, on the Securities of that Series in accordance with the
terms of such Securities and this Indenture.  



        Section
4.02 SEC Reports. The Company shall, so long as any of the Securities are outstanding,
electronically file with the Commission the annual, quarterly and other periodic reports
that the Company is required to file (or would be otherwise required to file) with the
Commission pursuant to Sections 13 and 15(d) of the Exchange Act. The Company also shall
comply with the other provisions of TIA Section 314(a). Delivery of any reports,
information and documents to the Trustee is for informational purposes only and the
Trustee’s receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on an Officers’ Certificate).  



        Section
4.03 Compliance Certificate. The Company shall, so long as any of the Securities are
outstanding, deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company, an Officers’ Certificate stating whether or not to the knowledge of the
signers thereof the Company is in default in the performance and observance of any of the
terms, provisions and conditions hereof (without regard to any period of grace or
requirement of notice provided hereunder), and if a Default or Event of Default shall have
occurred, specifying all such Defaults or Events of Default and the nature and status
thereof of which they may have knowledge. The Company shall, so long as any of the
Securities are outstanding, deliver to the Trustee, within thirty (30) days after becoming
aware of any Default or Event of Default, an Officers’ Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes to take with
respect thereto.  



12










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



ARTICLE V 
SUCCESSORS 



        Section
5.01 When Company May Merge, Etc. The Company shall not consolidate with or merge with or
into, or convey, transfer or lease all or substantially all of its properties and assets
to, any person (a “successor person”) unless:  



        (a)
the Company is the surviving corporation or the successor person (if other than
          the Company) is organized and validly existing under the laws of Israel or any
          U.S. domestic jurisdiction and expressly assumes the Company’s obligations
          on the Securities and under this Indenture; and  




        (b)
immediately after giving effect to the transaction, no Default or Event of
          Default shall have occurred and be continuing.  




        The
Company shall deliver to the Trustee prior to the consummation of the proposed transaction
an Officers’ Certificate to the foregoing effect and an Opinion of Counsel stating
that the proposed transaction and any supplemental indenture comply with this Indenture. 



        Section
5.02 Successor Corporation Substituted. Upon any consolidation or merger, or any sale,
lease, conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.01, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale, lease,
conveyance or other disposition is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the same effect
as if such successor person has been named as the Company herein; provided, however, that
the predecessor Company in the case of a sale, conveyance or other disposition (other than
a lease) shall be released from all obligations and covenants under this Indenture and the
Securities.  



ARTICLE VI  
DEFAULTS AND REMEDIES 



        Section
6.01 Events of Default.  




        “Event
of Default,” wherever used herein with respect to Securities of any Series, means
any one of the following events, unless in the establishing Board Resolution, supplemental
indenture or Officers’ Certificate, it is provided that such Series shall not have
the benefit of said Event of Default: 



        (a)           default
in the payment of any interest on any Security of that Series when it           becomes
due and payable, and continuance of such default for a period of 30 days
          (unless the entire amount of such payment is deposited by the Company with the
          Trustee or with a Paying Agent prior to the expiration of such period of 30
          days); or  


13










        (b)           default
in the payment of principal of any Security of that Series at its           Maturity; or  




        (c)
          default in the performance or breach of any covenant or warranty of the Company
          in this Indenture (other than a covenant or warranty for which the consequences
          of nonperformance or breach are addressed elsewhere in this Section 6.01 and
          other than a covenant or warranty that has been included in this Indenture
          solely for the benefit of Series of Securities other than that Series), which
          default continues uncured for a period of 90 days after there has been given,
by           registered or certified mail, to the Company by the Trustee or to the
Company           and the Trustee by the Holders of not less than a majority in principal
amount           of the outstanding Securities of that Series a written notice specifying
such           default or breach and requiring it to be remedied and stating that such
notice           is a “Notice of Default” hereunder; or  




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




	 	        (i)           commences
a voluntary case or proceeding;  







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







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







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







	 	        (v)                makes
an admission by writing that it is generally unable to pay its debts as
               the same become due; or  







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




	 	        (i)               is
for relief against the Company in an involuntary case,  







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







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







        (f)           any
other Event of Default provided with respect to Securities of that Series,
          which is specified in a Board Resolution, a supplemental indenture hereto or an
          Officers’ Certificate, in accordance with Section 2.02(n).  




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



        Section
6.02 Acceleration of Maturity; Rescission and Annulment. If an Event of Default with
respect to Securities of any Series at the time outstanding occurs and is continuing
(other than an Event of Default referred to in Section 6.1(d) or (e)), then in every such
case the Trustee or the Holders of not less than a majority in principal amount of the
outstanding Securities of that Series may declare the principal amount (or, if any
Securities of that Series are Discount Securities, such portion of the principal amount as
may be specified in the terms of such Securities) of and accrued and unpaid interest, if
any, on all of the Securities of that Series to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) and accrued and unpaid
interest, if any, shall become immediately due and payable. If an Event of Default
specified in Section 6.1(d) or (e) shall occur, the principal amount (or specified amount)
of and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto
become and be immediately due and payable without any declaration or other act on the part
of the Trustee or any Holder. At any time after such a declaration of acceleration with
respect to any Series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article provided, the
Holders of a majority in principal amount of the outstanding Securities of that Series, by
written notice to the Company and the Trustee, may rescind and annul such declaration and
its consequences if all Events of Default with respect to Securities of that Series, other
than the non-payment of the principal and interest, if any, of Securities of that Series
which have become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 6.13. No such rescission shall affect any subsequent Default
or impair any right consequent thereon.  



14










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



        The
Company covenants that if: 



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




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




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



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



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



        Section
6.04 Trustee May File Proofs of Claim. In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand on the Company for the payment of overdue principal
or interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise, (a) to file and prove a claim for the whole amount of principal and interest
owing and unpaid in respect of the Securities and to file such other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding,
and (b) to collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same, and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 7.07. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the Securities or the
rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim
of any Holder in any such proceeding.  



15









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



        Section
6.06 Application of Money Collected.  




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



        First:
To the payment of all amounts due the Trustee under Section 7.07; and 



        Second:
To the payment of the amounts then due and unpaid for principal of and interest on the
Securities 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 interest, respectively; and 



        Third:
To the Company. 




        Section
6.07 Limitation on Suits. No Holder of any Security of any Series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder, unless:  



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




        (b)           the
Holders of at least a majority in principal amount of the outstanding
          Securities of that Series shall have made written request to the Trustee to
          institute proceedings in respect of such Event of Default in its own name as
          Trustee hereunder;  




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




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




        (e)
          no direction inconsistent with such written request has been given to the
          Trustee during such 60-day period by the Holders of a majority in principal
          amount of the outstanding Securities of that Series;  




it being understood and intended that
no one or more of such Holders shall have any right in any manner whatever by virtue of,
or by availing of, any provision of this Indenture to affect, disturb or prejudice the
rights of any other of such Holders, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of all such
Holders. 



16











        Section
6.08 Unconditional Right of Holders to Receive Principal and Interest. Notwithstanding any
other provision in this Indenture, the Holder of any Security shall have the right, which
is absolute and unconditional, to receive payment of the principal of and interest, if
any, on such Security on the Stated Maturity or Stated Maturities expressed in such
Security (or, in the case of redemption, on the redemption date) and to institute suit for
the enforcement of any such payment, and such rights shall not be impaired without the
consent of such Holder.  



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



        Section
6.10 Rights and Remedies Cumulative. Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.08,
no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall not, to the
extent permitted by law, prevent the concurrent assertion or employment of any other
appropriate right or remedy.  



        Section
6.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of
any Securities to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to the
Trustee or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.  



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



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




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




        (c)
subject to the provisions of Section 6.01, the Trustee shall have the right to
          decline to follow any such direction if the Trustee in good faith shall, by a
          Responsible Officer of the Trustee, determine that the proceeding so directed
          would involve the Trustee in personal liability.  




        Section
6.13 Waiver of Past Defaults. The Holders of not less than a majority in principal amount
of the outstanding Securities of any Series may on behalf of the Holders of all the
Securities of such Series waive any past Default hereunder with respect to such Series and
its consequences, except a Default (i) in the payment of the principal of or interest on
any Security of such Series (provided, however, that the Holders of a majority in
principal amount of the outstanding Securities of any Series may rescind an acceleration
and its consequences, including any related payment default that resulted from such
acceleration) or (ii) in respect of a covenant or provision hereof which cannot be
modified or amended without the consent of the Holder of each outstanding Security of such
Series affected. Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or impair
any right consequent thereon.  



17










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



ARTICLE VII 
TRUSTEE 



        Section
7.01 Duties of Trustee. 




        (a) If
an Event of Default has occurred and is continuing, the Trustee shall           exercise
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 person would exercise or           use
under the circumstances in the conduct of such person’s own affairs.  




        (b)
Except during the continuance of an Event of Default:  




	 	        (i) The
Trustee need perform only those duties that are specifically set forth in
               this Indenture and no others.  







	 	        (ii) In
the absence of bad faith on its part, the Trustee may conclusively rely, as
               to the truth of the statements and the correctness of the opinions
expressed                therein, upon Officers’ Certificates or Opinions of Counsel
furnished to                the Trustee and conforming to the requirements of this
Indenture; however, in                the case of any such Officers’ Certificates or
Opinions of Counsel which by                any provisions hereof are specifically
required to be furnished to the Trustee,                the Trustee shall examine such
Officers’ Certificates and Opinions of                Counsel to determine whether
or not they conform to the requirements of this                Indenture.  







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




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







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







	 	        (iii) The
Trustee shall not be liable with respect to any action taken, suffered or
               omitted to be taken by it with respect to Securities of any Series in good
faith                in accordance with the direction of the Holders of a majority in
principal                amount of the outstanding Securities of such Series 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 such
Series.  






18










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




        (e) The
Trustee may refuse to perform any duty or exercise any right or power at the
          request or direction of any Holder unless it receives indemnity satisfactory to
          it against any loss, liability or expense.  




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




        (g) No
provision of this Indenture shall require the Trustee to risk its own funds           or
otherwise incur any financial liability in the performance of any of its
          duties, or in the exercise of any of its rights or powers, if it shall have
          reasonable grounds for believing that repayment of such funds or adequate
          indemnity against such risk is not reasonably assured to it.  




        (h) The
Paying Agent, the Registrar and any Service Agent or authenticating agent           shall
be entitled to the protections, immunities and standard of care as are set
          forth in paragraphs (a), (b) and (c) of this Section with respect to the
          Trustee.  




        Section
7.02 Rights of Trustee. 




        (a) The
Trustee may rely on and shall be protected in acting or refraining from           acting
upon any document believed by it to be genuine and to have been signed or
          presented by the proper person. The Trustee need not investigate any fact or
          matter stated in the document.  




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




        (c)
The Trustee may act through agents and shall not be responsible for the
          misconduct or negligence of any agent appointed with due care. No Depository
          shall be deemed an agent of the Trustee, and the Trustee shall not be
          responsible for any act or omission by any Depository.  




        (d)
The Trustee shall not be liable for any action it takes or omits to take in good
          faith which it believes to be authorized or within its rights or powers,
          provided that the Trustee’s conduct does not constitute negligence or bad
          faith.  




        (e)
The Trustee may consult with counsel, and the advice of such counsel or any
          Opinion of Counsel shall be full and complete authorization and protection in
          respect of any action taken, suffered or omitted by it hereunder without
          negligence and in good faith and in reliance thereon.  




        (f)
The Trustee shall be under no obligation to exercise any of the rights or powers
          vested in it by this Indenture at the request or direction of any of the
Holders           of Securities unless such Holders shall have offered to the Trustee
reasonable           security or indemnity against the costs, expenses and liabilities
which might be           incurred by it in compliance with such request or direction.  




        (g)
The Trustee shall not be bound to make any investigation into the facts or
          matters stated in any resolution, certificate, statement, instrument, opinion,
          report, notice, request, direction, consent, order, bond, debenture, note,
other           evidence of indebtedness or other paper or document, but the Trustee, in
its           discretion, may make such further inquiry or investigation into such facts
or           matters as it may see fit.  




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



19










        (i) The
permissive rights of the Trustee enumerated herein shall not be construed as
          duties.  




        Section
7.03 Individual Rights of Trustee. The Trustee in its individual or any other capacity may
become the owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate of the Company with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights. The Trustee is also subject to Sections 7.10 and
7.11.  



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



        Section
7.05 Notice of Defaults. If a Default or Event of Default occurs and is continuing with
respect to the Securities of any Series and if it is known to a Responsible Officer of the
Trustee, the Trustee shall mail to each Holder of the Securities of that Series and, if
any Bearer Securities are outstanding, publish on one occasion in an Authorized Newspaper,
notice of a Default or Event of Default within 90 days after it occurs or, if later, after
a Responsible Officer of the Trustee has knowledge of such Default or Event of Default.
Except in the case of a Default or Event of Default in payment of principal of or interest
on any Security of any Series, the Trustee may withhold the notice if and so long as its
corporate trust committee or a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Holders of that Series.  



        Section
7.06 Reports by Trustee to Holders. Within 60 days after May 15 in each year, the Trustee
shall transmit by mail to all Holders, as their names and addresses appear on the register
kept by the Registrar and, if any Bearer Securities are outstanding, publish in an
Authorized Newspaper, a brief report dated as of such May 15, in accordance with, and to
the extent required under, TIA Section 313. A copy of each report at the time of its
mailing to Holders of any Series shall be filed with the SEC and each stock exchange on
which the Securities of that Series are listed. The Company shall promptly notify the
Trustee when Securities of any Series are listed on any stock exchange.  



        Section
7.07 Compensation and Indemnity. The Company shall pay to the Trustee from time to time
compensation for its services as the Company and the Trustee shall from time to time agree
upon in writing. The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the Trustee
upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall
include the reasonable compensation and expenses of the Trustee’s agents and counsel.
The Company shall indemnify each of the Trustee and any predecessor Trustee (including the
cost of defending itself) against any loss, liability or expense, including taxes (other
than taxes based upon, measured by or determined by the income of the Trustee) incurred by
it except as set forth in this Section 7.07 in the performance of its duties under this
Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim
for which it may seek indemnity. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have one separate counsel and the Company shall
pay the reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent, which consent shall not be unreasonably withheld.
This indemnification shall apply to officers, directors, employees, shareholders and
agents of the Trustee. The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee or by any officer, director, employee,
shareholder or agent of the Trustee through the negligence or bad faith of any such
persons. To secure the Company’s payment obligations in this Section, the Trustee
shall have a lien prior to the Securities of any Series on all money or property held or
collected by the Trustee, except that held in trust to pay principal of and interest on
particular Securities of that Series. When the Trustee incurs expenses or renders services
after an Event of Default specified in Section 6.01(d) or (e) occurs, the expenses and the
compensation for the services are intended to constitute expenses of administration under
any Bankruptcy Law. The provisions of this Section shall survive the resignation or
removal of the Trustee and the termination of this Indenture.  



20









        Section
7.08 Replacement of Trustee. A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee’s acceptance
of appointment as provided in this Section. The Trustee may resign with respect to the
Securities of one or more Series by so notifying the Company at least 30 days prior to the
date of the proposed resignation. The Holders of a majority in principal amount of the
Securities of any Series may remove the Trustee with respect to that Series by so
notifying the Trustee and the Company. The Company may remove the Trustee with respect to
Securities of one or more Series if:  



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




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




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




        (d)
the Trustee becomes incapable of acting.  




        If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Company shall promptly appoint a successor Trustee. 



        If
a successor Trustee with respect to the Securities of any one or more Series does not take
office within 60 days after the retiring Trustee resigns or is removed, the retiring
Trustee, the Company or the Holders of at least a majority in principal amount of the
Securities of the applicable Series may petition any court of competent jurisdiction for
the appointment of a successor Trustee. 



        A
successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer
all property held by it as Trustee to the successor Trustee subject to the lien provided
for in Section 7.07, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee with respect to each Series of Securities for which it is acting as Trustee under
this Indenture. A successor Trustee shall mail a notice of its succession to each Holder
of each such Series and, if any Bearer Securities are outstanding, publish such notice on
one occasion in an Authorized Newspaper. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof
shall continue for the benefit of the retiring Trustee with respect to expenses and
liabilities incurred by it prior to the date of such replacement. 



        Section
7.09 Successor Trustee by Merger, etc. If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all of its corporate trust business to,
another corporation, the successor corporation without any further act shall be the
successor Trustee.  



        Section
7.10 Eligibility; Disqualification. This Indenture shall always have a Trustee who
satisfies the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall comply
with TIA Section 310(b).  



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



ARTICLE VIII 
SATISFACTION AND
DISCHARGE; DEFEASANCE 



        Section
8.01 Satisfaction and Discharge of Indenture. 




        This
Indenture shall upon Company Order cease to be of further effect (except as hereinafter
provided in this Section 8.01), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this Indenture,
when 



21









        (a) any
of the following shall have occurred:  




	 	        (i) no
Securities have been issued hereunder;  







	 	        (ii)
all Securities theretofore authenticated and delivered (other than Securities
               that have been destroyed, lost or stolen and that have been replaced or
paid)                have been delivered to the Trustee for cancellation; or  







	 	        (iii)
all such Securities not theretofore delivered to the Trustee for cancellation
               (1) have become due and payable, or (2) will become due and payable at
their                Stated Maturity within one year, or (3) are to be called for
redemption within                one year under arrangements satisfactory to the Trustee
for the giving of notice                of redemption by the Trustee in the name, and at
the expense, of the Company;  







        and
the Company has irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust an amount sufficient for the purpose of paying and discharging the entire
indebtedness on such Securities not theretofore delivered to the Trustee for cancellation,
for principal and interest to the date of such deposit (in the case of Securities which
have become due and payable on or prior to the date of such deposit) or to the Stated
Maturity or redemption date, as the case may be; 



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




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




        Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the
Trustee under Section 7.07 and, if money shall have been deposited with the Trustee
pursuant to clause (a) of this Section, the provisions of Sections 2.04 , 2.05
, 2.07, 2.08, 8.01, 8.02 and 8.05 shall survive. 



        Section
8.02 Application of Trust Funds; Indemnification. 




        (a)
Subject to the provisions of Section 8.05, all money deposited with the Trustee
          pursuant to Section 8.01, all money and U.S. Government Obligations or Foreign
          Government Obligations deposited with the Trustee pursuant to Section 8.03 or
          8.04 and all money received by the Trustee in respect of U.S. Government
          Obligations or Foreign Government Obligations deposited with the Trustee
          pursuant to Section 8.03 or 8.04, shall be held in trust and applied by it, in
          accordance with the provisions of the Securities and this Indenture, to the
          payment, either directly or through any Paying Agent (other than the Company
          acting as its own Paying Agent) as the Trustee may determine, to the persons
          entitled thereto, of the principal and interest for whose payment such money
has           been deposited with or received by the Trustee or analogous payments as
          contemplated by Sections 8.03 or 8.04.  




        (b)
The Company shall pay and shall indemnify the Trustee against any tax, fee or
          other charge imposed on or assessed against U.S. Government Obligations or
          Foreign Government Obligations deposited pursuant to Sections 8.03 or 8.04 or
          the interest and principal received in respect of such obligations other than
          any payable by or on behalf of Holders.  




        (c)
The Trustee shall deliver or pay to the Company from time to time upon Company
          Request any U.S. Government Obligations or Foreign Government Obligations or
          money held by it as provided in Sections 8.03 or 8.04 which, in the opinion of
a           nationally recognized firm of independent certified public accountants
expressed           in a written certification thereof delivered to the Trustee, are then
in excess           of the amount thereof which then would have been required to be
deposited for           the purpose for which such U.S. Government Obligations or Foreign
Government           Obligations or money were deposited or received. This provision
shall not           authorize the sale by the Trustee of any U.S. Government Obligations
or Foreign           Government Obligations held under this Indenture.  



22










        Section
8.03 Legal Defeasance of Securities of any Series. Unless this Section 8.03 is
otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any
Series, the Company shall be deemed to have paid and discharged the entire indebtedness
on all the outstanding Securities of any Series on the 91st day after the date of the
deposit referred to in subparagraph (d) hereof, and the provisions of this Indenture, as
it relates to such outstanding Securities of such Series, shall no longer be in effect
(and the Trustee, at the expense of the Company, shall, at Company Request, execute
proper instruments acknowledging the same), except as to:  




        (a)
the rights of Holders of Securities of such Series to receive, from the trust
          funds described in subparagraph (d) hereof, (i) payment of the principal of and
          each installment of principal of and interest on the outstanding Securities of
          such Series on the Stated Maturity of such principal or installment of
principal           or interest, and (ii) the benefit of any mandatory sinking fund
payments           applicable to the Securities of such Series on the day on which such
payments           are due and payable in accordance with the terms of this Indenture and
the           Securities of such Series; and  




        (b)
the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.02, 8.03 and 8.05; and  




        (c)
the rights, powers, trust and immunities of the Trustee hereunder;  




        provided
that, the following conditions shall have been satisfied: 



        (d)
with reference to this Section 8.03, the Company shall have deposited or caused
          to be irrevocably deposited (except as provided in Section 8.02(c)) with the
          Trustee as trust funds in trust for the purpose of making the following
          payments, specifically pledged as security for and dedicated solely to the
          benefit of the Holders of such Securities (i) in the case of Securities of such
          Series denominated in Dollars, cash in Dollars and/or U.S. Government
          Obligations, or (ii) in the case of Securities of such Series denominated in a
          Foreign Currency (other than a composite currency), money and/or Foreign
          Government Obligations, which through the payment of interest and principal in
          respect thereof in accordance with their terms, will provide (and without
          reinvestment and assuming no tax liability will be imposed on such Trustee),
not           later than one day before the due date of any payment of money, an amount
in           cash, 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 and discharge each installment of principal of
and interest, if           any, on and any mandatory sinking fund payments in respect of
all the Securities           of such Series on the dates such installments of interest or
principal and such           sinking fund payments are due;  




        (e)
such deposit will not result in a breach or violation of, or constitute a
          default under, this Indenture or any other agreement or instrument to which the
          Company is a party or by which it is bound;  




        (f)
no Default or Event of Default with respect to the Securities of such Series
          shall have occurred and be continuing on the date of such deposit or during the
          period ending on the 91st day after such date;  




        (g)
the Company shall have delivered to the Trustee an Officers’ Certificate
          and an Opinion of Counsel to the effect that (i) the Company has received from,
          or there has been published by, the Internal Revenue Service a ruling, or (ii)
          since the date of execution of this Indenture, there has been a change in the
          applicable Federal income tax law, in either case to the effect that, and based
          thereon such Opinion of Counsel shall confirm that, the Holders of the
          Securities of such Series will not recognize income, gain or loss for Federal
          income tax purposes as a result of such deposit, defeasance and discharge and
          will be subject to Federal income tax on the same amounts and in the same
manner           and at the same times as would have been the case if such deposit,
defeasance           and discharge had not occurred;  





23








        (h)
the Company shall have delivered to the Trustee an Officers’ Certificate
          stating that the deposit was not made by the Company with the intent of
          preferring the Holders of the Securities of such Series over any other
creditors           of the Company or with the intent of defeating, hindering, delaying
or           defrauding any other creditors of the Company;  





        (i)
the Company shall have delivered to the Trustee an Officers’ Certificate
          and an Opinion of Counsel, each stating that all conditions precedent provided
          for relating to the defeasance contemplated by this Section have been complied
          with; and  




        (j)
such defeasance shall not result in the trust arising from such deposit
          constituting an investment company within the meaning of the Investment Company
          Act of 1940, as amended, unless such trust shall be registered under such Act
or           exempt from registration thereunder.  





        Section
8.04 Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant
to Section 2.02(s), to be inapplicable to Securities of any Series, on and after the 91st
day after the date of the deposit referred to in subparagraph (a) hereof, the Company may
omit to comply with respect to the Securities of any Series with any term, provision or
condition set forth under Sections 4.02, 4.03, and 5.01 as well as any additional
covenants specified in a supplemental indenture for such Series of Securities or a Board
Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 (and the
failure to comply with any such covenants shall not constitute a Default or Event of
Default with respect to such Series under Section 6.01) and the occurrence of any event
specified in a supplemental indenture for such Series of Securities or a Board Resolution
or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an
Event of Default shall not constitute a Default or Event of Default hereunder, with
respect to the Securities of such Series, provided that the following conditions shall
have been satisfied:  




        (a)
with reference to this Section 8.04, the Company has deposited or caused to be
          irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee
          as trust funds in trust for the purpose of making the following payments
          specifically pledged as security for, and dedicated solely to, the benefit of
          the Holders of such Securities (i) in the case of Securities of such Series
          denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or
          (ii) in the case of Securities of such Series denominated in a Foreign Currency
          (other than a composite currency), money and/or Foreign Government Obligations,
          which through the payment of interest and principal in respect thereof in
          accordance with their terms, will provide (and without reinvestment and
assuming           no tax liability will be imposed on such Trustee), not later than one
day before           the due date of any payment of money, an amount in cash, sufficient,
in the           opinion of a nationally recognized firm of independent certified public
          accountants expressed in a written certification thereof delivered to the
          Trustee, to pay and discharge each installment of principal of and interest, if
          any, on and any mandatory sinking fund payments in respect of the Securities of
          such Series on the dates such installments of interest or principal and such
          sinking fund payments are due;  




        (b)
such deposit will not result in a breach or violation of, or constitute a
          default under, this Indenture or any other agreement or instrument to which the
          Company is a party or by which it is bound;  




        (c)
no Default or Event of Default with respect to the Securities of such Series
          shall have occurred and be continuing on the date of such deposit or during the
          period ending on the 91st day after such date;  




        (d)
the Company shall have delivered to the Trustee an Opinion of Counsel to the
          effect that Holders of the Securities of such Series will not recognize income,
          gain or loss for federal income tax purposes as a result of such deposit and
          covenant defeasance and will be subject to federal income tax on the same
          amounts, in the same manner and at the same times as would have been the case
if           such deposit and covenant defeasance had not occurred;  




        (e)
the Company shall have delivered to the Trustee an Officers’ Certificate
          and an Opinion of Counsel, each stating that all conditions precedent herein
          provided for relating to the covenant defeasance contemplated by this Section
          have been complied with; and  



24










        (f)
Such defeasance shall not result in the trust arising from such deposit
          constituting an investment company within the meaning of the Investment Company
          Act of 1940, as amended, unless such trust shall be registered under such Act
or           exempt from registration thereunder.  




        Section
8.05 Repayment to Company. The Trustee and the Paying Agent shall pay to the Company upon
written request any money held by them for the payment of principal and interest that
remains unclaimed for two years, and after such time, Holders entitled to the money must
look to the Company for payment as general creditors unless an applicable abandoned
property law designates another person.  



        Section
8.06 Reinstatement. If the Trustee or the Paying Agent is unable to apply any money
deposited with respect to Securities of any series in accordance with Section 8.01 by
reason of any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application,
the obligations of the Company under this Indenture with respect to the Securities of such
series and under the Securities of such series shall be revived and reinstated as though
no deposit had occurred pursuant to Section 8.01 until such time as the Trustee or the
Paying Agent is permitted to apply all such money in accordance with Section 8.01;
provided, however, that if the Company has made any payment of principal of, premium (if
any) or interest on any Additional Amounts with respect to any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights of the
Holders of such Securities to receive such payment from the money held by the Trustee or
the Paying Agent.  



ARTICLE IX 
AMENDMENTS AND WAIVERS 



        Section
9.01 Without Consent of Holders. The Company and the Trustee may amend or supplement this
Indenture or the Securities of one or more Series without the consent of any Holder:  



        (a)
to evidence the succession of another person to the Company under this Indenture
          and the Securities and the assumption by any such successor person of the
          obligations of the Company hereunder and under the Securities;  




        (b)
to add or remove covenants of the Company for the benefit of the Holders of all
          or any series of Securities (and if such covenants are to be for the benefit of
          less than all series of Securities, stating that such covenants are expressly
          being included for the benefit of such series) or to surrender any right or
          power herein conferred upon the Company provided such action does not adversely
          affect the interests of the Company;  




        (c)
to add any additional Events of Default;  




        (d)
to add to or change any of the provisions of this Indenture to such extent as
          shall be necessary to permit or facilitate the issuance of Securities in bearer
          form, registrable or not registrable as to principal, and with or without
          interest coupons, or to permit or facilitate the issuance of Securities in
          uncertificated form;  




        (e)
to add to, change or eliminate any of the provisions of this Indenture in
          respect of one or more series of Securities, provided that any such addition,
          change or elimination (A) shall neither (i) apply to any Security of any series
          created prior to the execution of such supplemental indenture and entitled to
          the benefit of such provision nor (ii) modify the rights of the Holder of any
          such Security with respect to such provision or (B) shall become effective only
          when there is no such Security Outstanding;  




        (f)
to establish the forms or terms of the Securities of any series issued pursuant
          to the terms hereof;  




        (g)
to cure any ambiguity or correct any inconsistency in this Indenture;  




        (h)
to evidence and provide for the acceptance of appointment hereunder by a
          successor Trustee with respect to the Securities of one or more series and to
          add to or change any of the provisions of this Indenture as shall be necessary
          to provide for or facilitate the administration of the trusts hereunder by more
          than one Trustee;  



25










        (i)
to qualify this Indenture under the Trust Indenture Act;  




        (j)
to provide for uncertificated securities in addition to certificated securities;  




        (k)
to supplement any provisions of this Indenture necessary to permit or facilitate
          the defeasance and discharge of any series of Securities, provided that such
          action does not adversely affect the interests of the Holders of Securities of
          such series or any other series; and  




        (l)
to comply with the rules or regulations of any securities exchange or automated
          quotation system on which any of the Securities may be listed or traded.  




        Section
9.02 With Consent of Holders. The Company and the Trustee may enter into a supplemental
indenture with the written consent of the Holders of at least a majority in principal
amount of the outstanding Securities of each Series affected by such supplemental
indenture (including consents obtained in connection with a tender offer or exchange offer
for the Securities of such Series), 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
supplemental indenture or of modifying in any manner the rights of the Holders of each
such Series. Except as provided in Section 6.13, the Holders of at least a majority in
principal amount of the outstanding Securities of any Series by notice to the Trustee
(including consents obtained in connection with a tender offer or exchange offer for the
Securities of such Series) may waive compliance by the Company with any provision of this
Indenture or the Securities with respect to such Series. It shall not be necessary for the
consent of the Holders of Securities under this Section 9.02 to approve the particular
form of any proposed supplemental indenture or waiver, but it shall be sufficient if such
consent approves the substance thereof. After a supplemental indenture or waiver under
this section becomes effective, the Company shall mail to the Holders of Securities
affected thereby and, if any Bearer Securities affected thereby are outstanding, publish
on one occasion in an Authorized Newspaper, a notice briefly describing the supplemental
indenture or waiver. Any failure by the Company to mail or publish such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of any such
supplemental indenture or waiver.  



        Section
9.03 Limitations. Without the consent of each Holder affected, an amendment or waiver may
not:  



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




        (b)
reduce the rate of or extend the time for payment of interest (including default
          interest) on any Security;  




        (c)
reduce the principal or change the Stated Maturity of any Security or reduce the
          amount of, or postpone the date fixed for, the payment of any sinking fund or
          analogous obligation;  




        (d)
reduce the principal amount of Discount Securities payable upon acceleration of
          the maturity thereof;  




        (e)
waive a Default or Event of Default in the payment of the principal of or
          interest, if any, on any Security (except a rescission of acceleration of the
          Securities of any Series by the Holders of at least a majority in principal
          amount of the outstanding Securities of such Series and a waiver of the payment
          default that resulted from such acceleration);  




        (f)
make the principal of or interest, if any, on any Security payable in any
          currency other than that stated in the Security;  




        (g)
make any change in Sections 6.08, 6.13, or 9.03; or  



26










        (h)
waive a redemption payment with respect to any Security.  




        Section
9.04 Compliance with Trust Indenture Act. Every amendment to this Indenture or the
Securities of one or more Series shall be set forth in a supplemental indenture hereto
that complies with the TIA as then in effect.  



        Section
9.05 Revocation and Effect of Consents. Until an amendment is set forth in a supplemental
indenture or a waiver becomes effective, a consent to it by a Holder of a Security is a
continuing consent by the Holder and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder’s Security, even if
notation of the consent is not made on any Security. However, any such Holder or
subsequent Holder may revoke the consent as to his Security or portion of a Security if
the Trustee receives the notice of revocation before the date of the supplemental
indenture or the date the waiver becomes effective. Any amendment or waiver once effective
shall bind every Holder of each Series affected by such amendment or waiver unless it is
of the type described in any of clauses (a) through (h) of Section 9.03. In that case, the
amendment or waiver shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder’s Security.  



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



        Section
9.07 Trustee Protected. In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, in addition to
the documents required by Section 10.04, and (subject to Section 7.01) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee shall
sign all supplemental indentures, except that the Trustee need not sign any supplemental
indenture that adversely affects its rights.  



ARTICLE X 
MISCELLANEOUS 



        Section
10.01 Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies
or conflicts with another provision which is required or deemed to be included in this
Indenture by the TIA, such required or deemed provision shall control.  



        Section
10.02 Notices. 




        (a)
Any notice or communication by the Company or the Trustee to the other, or by a
          Holder to the Company or the Trustee, is duly given if in writing and delivered
          in person or mailed by first-class mail or sent by telecopier transmission
          addressed as follows:  




       if
to the Company:  




      Tower
Semiconductor Ltd.
      P.O. Box 619 
      Migdal
Haemek, Israel, 23105
      Attention:
President
      Telephone: 972-4-650-6611
      Facsimile:



27










        if
to the Trustee:


        [           ]



        (b)
The Company or the Trustee by notice to the other may designate additional or
          different addresses for subsequent notices or communications. Any notice or
          communication to a Holder shall be mailed by first-class mail to his address
          shown on the register kept by the Registrar and, if any Bearer Securities are
          outstanding, published in an Authorized Newspaper. Failure to mail a notice or
          communication to a Holder of any Series or any defect in it shall not affect
its           sufficiency with respect to other Holders of that or any other Series. If a
          notice or communication is mailed or published in the manner provided above,
          within the time prescribed, it is duly given, whether or not the Holder
receives           it. If the Company mails a notice or communication to Holders, it
shall mail a           copy to the Trustee and each Agent at the same time.  




        (c)
Any notice or demand that by any provision of this Indenture is required or
          permitted to be given or served by the Company may, at the Company’s
          written request received by the Trustee not fewer than five (5) Business Days
          prior (or such shorter period of time as may be acceptable to the Trustee) to
          the date on which such notice must be given or served, be given or served by
the           Trustee in the name of and at the expense of the Company.  




        Section
10.03 Communication by Holders with Other Holders. Holders of any Series may communicate
pursuant to TIA Section 312(b) with other Holders of that Series or any other Series with
respect to their rights under this Indenture or the Securities of that Series or all
Series. The Company, the Trustee, the Registrar and anyone else shall have the protection
of TIA Section 312(c).  



        Section
10.04 Certificate and Opinion as to Conditions Precedent. Upon any request or application
by the Company to the Trustee to take any action under this Indenture, the Company shall
furnish to the Trustee:  



        (a)
an Officers’ Certificate stating that, in the opinion of the signers, all
          conditions precedent, if any, provided for in this Indenture relating to the
          proposed action have been complied with; and  




        (b)
an Opinion of Counsel stating that, in the opinion of such counsel, all such
          conditions precedent have been complied with.  




        Section
10.05 Statements Required in Certificate or Opinion. Each certificate or opinion with
respect to compliance with a condition or covenant provided for in this Indenture (other
than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the
provisions of TIA Section 314(e) and shall include:  




        (a)
a statement that the person making such certificate or opinion has read such
          covenant or condition;  




        (b)
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;  




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




        (d)
a statement as to whether or not, in the opinion of such person, such condition
          or covenant has been complied with.  




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



28










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



        Section
10.08 No Recourse Against Others. A director, officer, employee or stockholder, as such,
of the Company shall not have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder by accepting a Security waives and releases all
such liability. The waiver and release are part of the consideration for the issue of the
Securities.  



        Section
10.09 Counterparts. This Indenture may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same
agreement.  



        Section
10.10 Governing Laws. This Indenture and the Securities will be governed by, and construed
in accordance with, the internal laws of the State of New York, without regard to conflict
of law principles that would result in the application of any law other than the laws of
the State of New York.  



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



        Section
10.12 Successors. All agreements of the Company in this Indenture and the Securities shall
bind its successor. All agreements of the Trustee in this Indenture shall bind its
successor.  



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



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



        Section
10.15 Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution,
a supplemental indenture hereto or an Officers’ Certificate delivered pursuant to
Section 2.02 of this Indenture with respect to a particular Series of Securities, whenever
for purposes of this Indenture any action may be taken by the Holders of a specified
percentage in aggregate principal amount of Securities of all Series or all Series
affected by a particular action at the time outstanding and, at such time, there are
outstanding Securities of any Series which are denominated in a coin or currency other
than Dollars, then the principal amount of Securities of such Series which shall be deemed
to be outstanding for the purpose of taking such action shall be that amount of Dollars
that could be obtained for such amount at the Market Exchange Rate at such time. For
purposes of this Section 10.15, “Market Exchange Rate” shall mean the noon
Dollar buying rate in New York City for cable transfers of that currency as published by
the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for
any reason with respect to such currency, the Trustee shall use, in its sole discretion
and without liability on its part, such quotation of the Federal Reserve Bank of New York
as of the most recent available date, or quotations from one or more major banks in The
City of New York or in the country of issue of the currency in question or such other
quotations as the Trustee, upon consultation with the Company, shall deem appropriate. The
provisions of this paragraph shall apply in determining the equivalent principal amount in
respect of Securities of a Series denominated in currency other than Dollars in connection
with any action taken by Holders of Securities pursuant to the terms of this Indenture.
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, to the extent permitted by law, be
conclusive for all purposes and irrevocably binding upon the Company and all Holders.  



29









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



ARTICLE XI 
SINKING FUNDS 



        Section
11.01 Applicability of Article. The provisions of this Article shall be applicable to any
sinking fund for the retirement of the Securities of a Series, except as otherwise
permitted or required by any form of Security of such Series issued pursuant to this
Indenture. The minimum amount of any sinking fund payment provided for by the terms of the
Securities of any Series is herein referred to as a “ mandatory sinking fund
payment” and any other amount provided for by the terms of Securities of such
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 11.02. Each sinking fund
payment shall be applied to the redemption of Securities of any Series as provided for by
the terms of the Securities of such Series.  



        Section
11.02 Satisfaction of Sinking Fund Payments with Securities. The Company may, in
satisfaction of all or any part of any sinking fund payment with respect to the Securities
of any Series to be made pursuant to the terms of such Securities (1) deliver outstanding
Securities of such Series to which such sinking fund payment is applicable (other than any
of such Securities previously called for mandatory sinking fund redemption) and (2) apply
as credit Securities of such Series to which such sinking fund payment is applicable and
which have been repurchased by the Company or redeemed either at the election of the
Company pursuant to the terms of such Series of Securities (except pursuant to any
mandatory sinking fund) or through the application of permitted optional sinking fund
payments or other optional redemptions pursuant to the terms of such Securities, provided
that such Securities have not been previously so credited. Such Securities shall be
received by the Trustee, together with an Officers’ Certificate with respect thereto,
not later than 15 days prior to the date on which the Trustee begins the process of
selecting Securities for redemption, and shall be credited for such purpose by the Trustee
at the 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. If as a
result of the delivery or credit of Securities in lieu of cash payments pursuant to this
Section 11.02, the principal amount of Securities of such Series to be redeemed in order
to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not
call Securities of such Series for redemption, except upon receipt of a Company Order that
such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent
and applied to the next succeeding sinking fund payment, provided, however, that the
Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay
over and deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon delivery by the Company to the Trustee of Securities of that Series
purchased by the Company having an unpaid principal amount equal to the cash payment
required to be released to the Company.  



30









        Section
11.03 Redemption of Securities for Sinking Fund. Not less than 45 days (unless otherwise
indicated in the Board Resolution, supplemental indenture or Officers’ Certificate in
respect of a particular Series of Securities) prior to each sinking fund payment date for
any Series of Securities, the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing mandatory sinking fund payment for
that Series pursuant to the terms of that Series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied
by delivering and crediting of Securities of that Series pursuant to Section 11.02, and
the optional amount, if any, to be added in cash to the next ensuing mandatory sinking
fund payment, and the Company shall thereupon be obligated to pay the amount therein
specified. Not less than 30 days (unless otherwise indicated in the Board Resolution,
Officers’ Certificate or supplemental indenture in respect of a particular Series of
Securities) 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 3.02 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 3.03. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 3.04, 3.05 and 3.06.  



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







	TOWER SEMICONDUCTOR LTD.



By:
——————————————

Name:
Title: 








	TOWER SEMICONDUCTOR LTD.



By:
——————————————

Name:
Title:









	[___________]
as Trustee



By:
——————————————

Name:
Title: 








31