EXHIBIT 4.4


 

 

 

 

 

GERON CORPORATION

Issuer 

AND 

[TRUSTEE], 
Trustee



_______________


INDENTURE 

Dated as of
[●], 20__


_______________

Debt Securities 

 

 

 

 

 

 







TABLE OF CONTENTS 

	     				      	PAGE
	ARTICLE 1		DEFINITIONS		1
		Section 1.01		Definitions of Terms		1
	ARTICLE 2		ISSUE, DESCRIPTION, TERMS, EXECUTION,
      REGISTRATION AND EXCHANGE OF SECURITIES		4
		Section 2.01	     	Designation and Terms of Securities		4
		Section 2.02		Form of Securities and Trustee’s
      Certificate		6
		Section 2.03		Denominations: Provisions for Payment		6
		Section 2.04		Execution and Authentications		7
		Section 2.05		Registration of Transfer and Exchange		8
		Section 2.06		Temporary Securities		9
		Section 2.07		Mutilated, Destroyed, Lost or Stolen Securities		9
		Section 2.08		Cancellation		10
		Section 2.09		Benefits of Indenture		10
		Section 2.10		Authenticating Agent		10
		Section 2.11		Global Securities		11
		Section 2.12		CUSIP Numbers		11
	ARTICLE 3		REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS		12
		Section 3.01		Redemption		12
		Section 3.02		Notice of Redemption		12
		Section 3.03		Payment Upon Redemption		13
		Section 3.04		Sinking Fund		13
		Section 3.05		Satisfaction of Sinking Fund Payments with
      Securities		13
		Section 3.06		Redemption of Securities for Sinking Fund		13
	ARTICLE 4		COVENANTS		14
		Section 4.01		Payment of Principal, Premium and Interest		14
		Section 4.02		Maintenance of Office or Agency		14
		Section 4.03		Paying Agents		14
		Section 4.04		Appointment to Fill Vacancy in Office of
      Trustee		15
	ARTICLE 5		SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE
      TRUSTEE		15
		Section 5.01		Company to Furnish Trustee Names and
      Addresses of Securityholders		15
		Section 5.02		Preservation Of Information; Communications With
      Securityholders		15
		Section 5.03		Reports by the Company		16
		Section 5.04		Reports by the Trustee		16



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TABLE OF CONTENTS 

	     		     		     	PAGE
	ARTICLE 6		REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
      ON EVENT OF DEFAULT		16
		Section 6.01		Events of Default		16
		Section 6.02		Collection of Indebtedness and Suits for Enforcement by
      Trustee		18
		Section 6.03		Application of Moneys Collected		19
		Section 6.04		Limitation on Suits		19
		Section 6.05		Rights and Remedies Cumulative; Delay or
      Omission Not Waiver		20
		Section 6.06		Control by Securityholders		20
		Section 6.07		Undertaking to Pay Costs		20
	ARTICLE 7		CONCERNING THE TRUSTEE		21
		Section 7.01		Certain Duties and Responsibilities of
      Trustee		21
		Section 7.02		Certain Rights of Trustee		22
		Section 7.03		Trustee Not Responsible for Recitals or
      Issuance or Securities		23
		Section 7.04		May
      Hold Securities		23
		Section 7.05		Moneys Held in Trust		24
		Section 7.06		Compensation and Reimbursement		24
		Section 7.07		Reliance on Officer’s Certificate		24
		Section 7.08		Disqualification; Conflicting Interests		24
		Section 7.09		Corporate Trustee Required;
      Eligibility		25
		Section 7.10		Resignation and Removal; Appointment of Successor		25
		Section 7.11		Acceptance of Appointment By
    Successor		26
		Section 7.12		Merger, Conversion, Consolidation or Succession to
    Business		27
		Section 7.13		Preferential Collection of Claims Against
      the Company		27
		Section 7.14		Notice of Default		27
	ARTICLE 8		CONCERNING THE SECURITYHOLDERS		27
		Section 8.01		Evidence of Action by Securityholders		27
		Section 8.02		Proof of Execution by
    Securityholders		28
		Section 8.03		Who
      May be Deemed Owners		28
		Section 8.04		Certain Securities Owned by Company
      Disregarded		28
		Section 8.05		Actions Binding on Future Securityholders		28
	ARTICLE 9		SUPPLEMENTAL INDENTURES		29
		Section 9.01		Supplemental Indentures Without the Consent of
      Securityholders		29
		Section 9.02		Supplemental Indentures With Consent of
      Securityholders		30
		Section 9.03		Effect of Supplemental Indentures		30
		Section 9.04		Securities Affected by Supplemental
      Indentures		30
		Section 9.05		Execution of Supplemental Indentures		30



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TABLE OF CONTENTS 

						PAGE
	ARTICLE 10		SUCCESSOR ENTITY		31
		Section 10.01		Company May Consolidate, Etc.		31
	     	Section 10.02	     	Successor Entity Substituted	     	31
	ARTICLE 11		SATISFACTION AND DISCHARGE		32
		Section 11.01		Satisfaction and Discharge of
      Indenture		32
		Section 11.02		Discharge of Obligations		32
		Section 11.03		Deposited Moneys to be Held in
    Trust		32
		Section 11.04		Payment of Moneys Held by Paying Agents		32
		Section 11.05		Repayment to Company		33
	ARTICLE 12		IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
      DIRECTORS		33
		Section 12.01		No Recourse		33
	ARTICLE 13		MISCELLANEOUS PROVISIONS		33
		Section 13.01		Effect on Successors and Assigns		33
		Section 13.02		Actions by Successor		33
		Section 13.03		Surrender of Company Powers		34
		Section 13.04		Notices		34
		Section 13.05		Governing Law; Jury Trial Waiver		34
		Section 13.06		Treatment of Securities as Debt		34
		Section 13.07		Certificates and Opinions as to Conditions
      Precedent		34
		Section 13.08		Payments on Business Days		35
		Section 13.09		Conflict with Trust Indenture Act		35
		Section 13.10		Counterparts		35
		Section 13.11		Separability		35
		Section 13.12		Compliance Certificates		35
		Section 13.13		U.S.A. Patriot Act		35
		Section 13.14		Force Majeure		35
		Section 13.15		Table of Contents; Headings		36



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INDENTURE 

INDENTURE, dated as of [●], 20__, among Geron Corporation, a
Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the
“Trustee”):

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

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

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

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

ARTICLE
1 

DEFINITIONS 

Section
1.01 Definitions of Terms. 

The terms defined in this
Section (except as in this Indenture or any indenture supplemental hereto
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section and shall include the plural
as well as the singular. All other terms used in this Indenture that are defined
in the Trust Indenture Act of 1939, as amended, or that are by reference in such
Act defined in the Securities Act of 1933, as amended (except as herein or any
indenture supplemental hereto otherwise expressly provided or unless the context
otherwise requires), shall have the meanings assigned to such terms in said
Trust Indenture Act and in said Securities Act as in force at the date of the
execution of this instrument. 

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

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

“Board of Directors” means the Board of Directors (or the functional
equivalent thereof) of the Company or any duly authorized committee of such
Board. 

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

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

“Commission” means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time. 

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“Company” means Geron Corporation, a corporation duly organized and existing
under the laws of the State of Delaware, and, subject to the provisions of
Article Ten, shall also include its successors and assigns. 

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

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

“Defaulted Interest” has the meaning set forth in Section 2.03.


“Depositary” means, with respect to Securities of any series
for which the Company shall determine that such Securities will be issued as a
Global Security, The Depository Trust Company, another clearing agency, or any
successor registered as a clearing agency under the Exchange Act, or other
applicable statute or regulation, which, in each case, shall be designated by
the Company pursuant to either Section 2.01 or 2.11. 

“Event of Default” means, with respect to Securities of a
particular series, any event specified in Section 6.01, continued for the period
of time, if any, therein designated. 

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

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

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

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

“Indenture” means this instrument as originally executed or
as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into in accordance with the terms hereof and shall
include the terms of particular series of Securities established as contemplated
by Section 2.01. 

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

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

2







“Officer’s Certificate” means a certificate signed by any Officer. Each
such certificate shall include the statements provided for in Section 13.07, if
and to the extent required by the provisions thereof. 

“Opinion of Counsel” means an opinion in writing subject to customary
exceptions of legal counsel, who may be an employee of or counsel for the
Company, that is delivered to the Trustee in accordance with the terms hereof.
Each such opinion shall include the statements provided for in Section 13.07, if
and to the extent required by the provisions thereof. 

“Outstanding”, when used with reference to Securities of any
series, means, subject to the provisions of Section 8.04, as of any particular
time, all Securities of that series theretofore authenticated and delivered by
the Trustee under this Indenture, except (a) Securities theretofore canceled by
the Trustee or any paying agent, or delivered to the Trustee or any paying agent
for cancellation or that have previously been canceled; (b) Securities or
portions thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and segregated in trust by the Company (if the Company shall act as its
own paying agent); provided, however, that if such Securities or portions of
such Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as provided in Article Three, or provision
satisfactory to the Trustee shall have been made for giving such notice; and (c)
Securities in lieu of or in substitution for which other Securities shall have
been authenticated and delivered pursuant to the terms of Section 2.07.


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


“Predecessor Security” of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security. 

“Responsible Officer” when used with respect to the Trustee means any
officer within the Corporate Trust Office of the Trustee (or any successor group
of the Trustee) or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his or her knowledge of and
familiarity with the particular subject and in each case who shall have direct
responsibility for the administration of this Indenture assigned by the Trustee
to administer its corporate trust matters with respect to this Indenture (which,
for the avoidance of doubt, includes without limitation any supplemental
indenture hereto). 

“Securities” has the meaning stated in the first recital of
this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture. 

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

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

“Security Register” and “Security Registrar”
shall have the meanings as set forth in Section 2.05. 

“Subsidiary” means, with respect to any Person, any
corporation, association, partnership or other business entity of which more
than 50% of the total voting power of shares of capital stock or other interests
(including partnership interests) entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers, general
partners or trustees thereof is at the time owned or controlled, directly or
indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of
such Person; or (iii) one or more Subsidiaries of such Person.

3







“Trustee” means _________________________, and, subject to the provisions of
Article Seven, shall also include its successors and assigns, and, if at any
time there is more than one Person acting in such capacity hereunder, “Trustee”
shall mean each such Person. The term “Trustee” as used with respect to a
particular series of the Securities shall mean the trustee with respect to that
series. 

“Trust Indenture Act” means the Trust Indenture Act of 1939, as
amended. 

“U.S.A. Patriot
Act” means the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, Pub. L. 107-56, as amended and signed into law
October 26, 2001.

ARTICLE
2 

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

Section
2.01 Designation and Terms of
Securities. 

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

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

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

(3) the maturity date or dates on which the principal of the Securities of
the series is payable;

(4) the form of the Securities of the series including the form of the
certificate of authentication for such series;

(5) the applicability of any guarantees; 

(6) whether or not the Securities will be secured or unsecured, and the terms
of any secured debt; 

(7) whether the Securities rank as senior debt, senior subordinated debt,
subordinated debt or any combination thereof, and the terms of any
subordination; 

(8) if
the price (expressed as a percentage of the aggregate principal amount thereof)
at which such Securities will be issued is a price other than the principal
amount thereof, the portion of the principal amount thereof payable upon
declaration of acceleration of the maturity thereof, or if applicable, the
portion of the principal amount of such Securities that is convertible into
another security or the method by which any such portion shall be
determined;

4







(9) the interest rate or rates, which may be fixed or variable, or the method
for determining the rate and the date interest will begin to accrue, the dates
interest will be payable and the regular record dates for interest payment dates
or the method for determining such dates;

(10) the Company’s right, if any, to defer the payment of interest and the
maximum length of any such deferral period;

(11) if
applicable, the date or dates after which, or the period or periods during
which, and the price or prices at which, the Company may at its option, redeem
the series of Securities pursuant to any optional or provisional redemption
provisions and the terms of those redemption provisions;

(12) the date or dates, if any, on which, and the price or prices at which the
Company is obligated, pursuant to any mandatory sinking fund or analogous fund
provisions or otherwise, to redeem, or at the Securityholder’s option to
purchase, the series of Securities and the currency or currency unit in which
the Securities are payable;

(13) the denominations in which the Securities of the series shall be
issuable, if other than denominations of one thousand U.S. dollars ($1,000) or
any integral multiple thereof;

(14) any and all terms, if applicable, relating to any auction or remarketing
of the Securities of that series and any security for the obligations of the
Company with respect to such Securities and any other terms which may be
advisable in connection with the marketing of Securities of that
series;

(15) whether the Securities of the series shall be issued in whole or in part
in the form of a Global Security or Securities; the terms and conditions, if
any, upon which such Global Security or Securities may be exchanged in whole or
in part for other individual Securities; and the Depositary for such Global
Security or Securities;

(16) if
applicable, the provisions relating to conversion or exchange of any Securities
of the series and the terms and conditions upon which such Securities will be so
convertible or exchangeable, including the conversion or exchange price, as
applicable, or how it will be calculated and may be adjusted, any mandatory or
optional (at the Company’s option or the holders’ option) conversion or exchange
features, the applicable conversion or exchange period and the manner of
settlement for any conversion or exchange, which may, without limitation,
include the payment of cash as well as the delivery of securities;

(17) if
other than the full principal amount thereof, the portion of the principal
amount of Securities of the series which shall be payable upon declaration of
acceleration of the maturity thereof pursuant to Section 6.01;

(18) additions to or changes in the covenants applicable to the series of
Securities being issued, including, among others, the consolidation, merger or
sale covenant; 

(19) additions to or changes in the Events of Default with respect to the
Securities and any change in the right of the Trustee or the Securityholders to
declare the principal, premium, if any, and interest, if any, with respect to
such Securities to be due and payable;

(20) additions to or changes in or deletions of the provisions relating to
covenant defeasance and legal defeasance;

(21) additions to or changes in the provisions relating to satisfaction and
discharge of this Indenture;

(22) additions to or changes in the provisions relating to the modification of
this Indenture both with and without the consent of Securityholders of
Securities issued under this Indenture; 

5







(23) the currency of payment of Securities if other than U.S. dollars and the
manner of determining the equivalent amount in U.S. dollars; 

(24) whether interest will be payable in cash or additional Securities at the
Company’s or the Securityholders’ option and the terms and conditions upon which
the election may be made; 

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

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


(27) any other specific terms, preferences, rights or limitations of, or
restrictions on, the Securities, any other additions or changes in the
provisions of this Indenture, and any terms that may be required by us or
advisable under applicable laws or regulations. 

All Securities of any one
series shall be substantially identical except as may otherwise be provided in
or pursuant to any such Board Resolution or in any indentures supplemental
hereto. 

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

Securities of any
particular series may be issued at various times, with different dates on which
the principal or any installment of principal is payable, with different rates
of interest, if any, or different methods by which rates of interest may be
determined, with different dates on which such interest may be payable and with
different redemption dates. 

Section
2.02 Form of Securities and Trustee’s
Certificate. 

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

Section
2.03 Denominations: Provisions for
Payment. 

The Securities shall be
issuable as registered Securities and in the denominations of one thousand U.S.
dollars ($1,000) or any integral multiple thereof, subject to Section
2.01(a)(13). The Securities of a particular series shall bear interest payable
on the dates and at the rate specified with respect to that series. Subject to
Section 2.01(a)(23), the principal of and the interest on the Securities of any
series, as well as any premium thereon in case of redemption or repurchase
thereof prior to maturity, and any cash amount due upon conversion or exchange
thereof, shall be payable in the coin or currency of the United States of
America that at the time is legal tender for public and private debt, at the
office or agency of the Company maintained for that purpose. Each Security shall
be dated the date of its authentication. Interest on the Securities shall be
computed on the basis of a 360-day year composed of twelve 30-day months.


The interest installment on
any Security that is payable, and is punctually paid or duly provided for, on
any Interest Payment Date for Securities of that series shall be paid to the
Person in whose name said Security (or one or more Predecessor Securities) is
registered at the close of business on the regular record date for such interest
installment. In the event that any Security of a particular series or portion
thereof is called for redemption and the redemption date is
subsequent to a regular record date with respect to any Interest Payment Date
and prior to such Interest Payment Date, interest on such Security will be paid
upon presentation and surrender of such Security as provided in Section 3.03.


6









Any interest on any
Security that is payable, but is not punctually paid or duly provided for, on
any Interest Payment Date for Securities of the same series (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the registered
holder on the relevant regular record date by virtue of having been such holder;
and such Defaulted Interest shall be paid by the Company, at its election, as
provided in clause (1) or clause (2) below:

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


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

Unless otherwise set forth
in a Board Resolution or one or more indentures supplemental hereto establishing
the terms of any series of Securities pursuant to Section 2.01 hereof, the term
“regular record date” as used in this Section with respect to a series of
Securities and any Interest Payment Date for such series shall mean either the
fifteenth day of the month immediately preceding the month in which an Interest
Payment Date established for such series pursuant to Section 2.01 hereof shall
occur, if such Interest Payment Date is the first day of a month, or the first
day of the month in which an Interest Payment Date established for such series
pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is
the fifteenth day of a month, whether or not such date is a Business Day.


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

Section
2.04 Execution and Authentications. 

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

The Company may use the
facsimile signature of any Person who shall have been an Officer (at the time of
execution), notwithstanding the fact that at the time the Securities shall be
authenticated and delivered or disposed of such Person shall have ceased to be
such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock
exchange rule or usage. Each Security shall be dated the date of its
authentication by the Trustee. 

7







A Security shall not be
valid until authenticated manually by an authorized signatory of the Trustee, or
by an Authenticating Agent. Such signature shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered hereunder
and that the holder is entitled to the benefits of this Indenture. At any time
and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a written order of the Company for the
authentication and delivery of such Securities, signed by an Officer, and the
Trustee in accordance with such written order shall authenticate and deliver
such Securities. 

Upon the Company’s delivery
of any such authentication order to the Trustee at any time after the initial
issuance of Securities under this Indenture, the Trustee shall be provided with,
and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall
be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter
and (2) an Officer’s Certificate stating that all conditions precedent to the
execution, authentication and delivery of such Securities are in conformity with
the provisions of this Indenture.

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

Section
2.05 Registration of Transfer and
Exchange. 

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

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


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

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


(c) Except as provided pursuant to Section 2.01 pursuant to a Board
Resolution, and set forth in an Officer’s Certificate, or established in one or
more indentures supplemental to this Indenture, no service charge shall be made
for any exchange or registration of transfer of Securities, or issue of new
Securities in case of partial redemption of any series or repurchase, conversion
or exchange of less than the entire principal amount of a Security, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge in relation thereto, other than exchanges pursuant to
Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer.


8







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


The Trustee shall have no
obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Security (including any
transfers between or among depositary participants or beneficial owners of
interests in any Global Security) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by the terms of, this Indenture, and
to examine the same to determine substantial compliance as to form with the
express requirements hereof. 

Section
2.06 Temporary Securities. 

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

Section
2.07 Mutilated, Destroyed, Lost or Stolen
Securities. 

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

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

9







Every replacement Security
issued pursuant to the provisions of this Section shall constitute an additional
contractual obligation of the Company whether or not the mutilated, destroyed,
lost or stolen Security shall be found at any time, or be enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of the same series duly issued
hereunder. All Securities shall be held and owned upon the express condition
that the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities, and shall preclude
(to the extent lawful) any and all other rights or remedies, notwithstanding any
law or statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender. 

Section
2.08 Cancellation. 

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


Section
2.09 Benefits of Indenture. 

Nothing in this Indenture
or in the Securities, express or implied, shall give or be construed to give to
any Person, other than the parties hereto and the holders of the Securities any
legal or equitable right, remedy or claim under or in respect of this Indenture,
or under any covenant, condition or provision herein contained; all such
covenants, conditions and provisions being for the sole benefit of the parties
hereto and of the holders of the Securities. 

Section
2.10 Authenticating Agent. 

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


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

10







Section
2.11 Global Securities. 

(a) If
the Company shall establish pursuant to Section 2.01 that the Securities of a
particular series are to be issued as a Global Security, then the Company shall
execute and the Trustee shall, in accordance with Section 2.04, authenticate and
deliver, a Global Security that (i) shall represent, and shall be denominated in
an amount equal to the aggregate principal amount of, all of the Outstanding
Securities of such series, (ii) shall be registered in the name of the
Depositary or its nominee, (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary’s instruction (or if the Depositary
names the Trustee as its custodian, retained by the Trustee), and (iv) shall
bear a legend substantially to the following effect: “Except as otherwise
provided in Section 2.11 of the Indenture, this Security may be transferred, in
whole but not in part, only to another nominee of the Depositary or to a
successor Depositary or to a nominee of such successor Depositary.”

(b) Notwithstanding the provisions of Section 2.05, the Global Security of a
series may be transferred, in whole but not in part and in the manner provided
in Section 2.05, only to another nominee of the Depositary for such series, or
to a successor Depositary for such series selected or approved by the Company or
to a nominee of such successor Depositary. 

(c) If
at any time the Depositary for a series of the Securities notifies the Company
that it is unwilling or unable to continue as Depositary for such series or if
at any time the Depositary for such series shall no longer be registered or in
good standing under the Exchange Act, or other applicable statute or regulation,
and a successor Depositary for such series is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
condition, as the case may be, or if an Event of Default has occurred and is
continuing and the Company has received a request from the Depositary or from
the Trustee, this Section 2.11 shall no longer be applicable to the Securities
of such series and the Company will execute, and subject to Section 2.04, the
Trustee will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. In addition, the
Company may at any time determine that the Securities of any series shall no
longer be represented by a Global Security and that the provisions of this
Section 2.11 shall no longer apply to the Securities of such series. In such
event the Company will execute and, subject to Section 2.04, the Trustee, upon
receipt of an Officer’s Certificate evidencing such determination by the
Company, will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. Upon the exchange
of the Global Security for such Securities in definitive registered form without
coupons, in authorized denominations, the Global Security shall be canceled by
the Trustee. Such Securities in definitive registered form issued in exchange
for the Global Security pursuant to this Section 2.11(c) shall be registered in
such names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the
Depositary for delivery to the Persons in whose names such Securities are so
registered. 

Section
2.12 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 will promptly notify the Trustee of any change in the “CUSIP”
numbers. 

11







ARTICLE
3 

REDEMPTION OF SECURITIES
AND SINKING FUND PROVISIONS


Section
3.01 Redemption. 

The Company may redeem the
Securities of any series issued hereunder on and after the dates and in
accordance with the terms established for such series pursuant to Section 2.01
hereof. 

Section
3.02 Notice of Redemption. 

(a) In
case the Company shall desire to exercise such right to redeem all or, as the
case may be, a portion of the Securities of any series in accordance with any
right the Company reserved for itself to do so pursuant to Section 2.01 hereof,
the Company shall, or shall cause the Trustee to, give notice of such redemption
to holders of the Securities of such series to be redeemed by mailing, first
class postage prepaid (or with regard to any Global Security held in book entry
form, by electronic mail), a notice of such redemption not less than 30 days and
not more than 90 days before the date fixed for redemption of that series to
such holders at their last addresses as they shall appear upon the Security
Register, unless a shorter period is specified in the Securities to be redeemed.
Any notice that is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the registered holder receives
the notice. In any case, failure duly to give such notice to the holder of any
Security of any series designated for redemption in whole or in part, or any
defect in the notice, shall not affect the validity of the proceedings for the
redemption of any other Securities of such series or any other series. In the
case of any redemption of Securities prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officer’s Certificate
evidencing compliance with any such restriction. 

Each such notice of
redemption shall identify the Securities to be redeemed (including CUSIP
numbers, if any), specify the date fixed for redemption and the redemption price
at which Securities of that series are to be redeemed, and shall state that
payment of the redemption price of such Securities to be redeemed will be made
at the office or agency of the Company, upon presentation and surrender of such
Securities, that interest accrued to the date fixed for redemption will be paid
as specified in said notice, that from and after said date interest will cease
to accrue and that the redemption is from a sinking fund, if such is the case.
If less than all the Securities of a series are to be redeemed, the notice to
the holders of Securities of that series to be redeemed in part shall specify
the particular Securities to be so redeemed. 

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

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


12







Section
3.03 Payment Upon Redemption. 

(a) If
the giving of notice of redemption shall have been completed as above provided,
the Securities or portions of Securities of the series to be redeemed specified
in such notice shall become due and payable on the date and at the place stated
in such notice at the applicable redemption price, together with interest
accrued to the date fixed for redemption and interest on such Securities or
portions of Securities shall cease to accrue on and after the date fixed for
redemption, unless the Company shall default in the payment of such redemption
price and accrued interest with respect to any such Security or portion thereof.
On presentation and surrender of such Securities on or after the date fixed for
redemption at the place of payment specified in the notice, said Securities
shall be paid and redeemed at the applicable redemption price for such series,
together with interest accrued thereon to the date fixed for redemption (but if
the date fixed for redemption is an Interest Payment Date, the interest
installment payable on such date shall be payable to the registered holder at
the close of business on the applicable record date pursuant to Section 2.03).


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

Section
3.04 Sinking Fund. 

The provisions of Sections
3.04, 3.05 and 3.06 shall be applicable to any sinking fund for the retirement
of Securities of a series, except as otherwise specified as contemplated by
Section 2.01 for Securities of such series.

The minimum amount of any
sinking fund payment provided for by the terms of Securities of any series is
herein referred to as a “mandatory sinking fund payment,” and any payment in
excess of such minimum amount provided for by the terms of Securities of any
series is herein referred to as an “optional sinking fund payment”. If provided
for by the terms of Securities of any series, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 3.05. Each
sinking fund payment shall be applied to the redemption of Securities of any
series as provided for by the terms of Securities of such series. 

Section
3.05 Satisfaction of Sinking Fund Payments with
Securities. 

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


Section
3.06 Redemption of Securities for Sinking
Fund. 

Not less than 45 days prior
to each sinking fund payment date for any series of Securities (unless a shorter
period shall be satisfactory to the Trustee), the Company will deliver to the
Trustee an Officer’s Certificate specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of the series, the
portion thereof, if any, that is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 3.05 and the basis for such credit
and will, together with such Officer’s Certificate, deliver to the Trustee any
Securities to be so delivered. Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 3.02 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 3.02. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Section
3.03. 

13







ARTICLE
4 

COVENANTS 

Section
4.01 Payment of Principal, Premium and
Interest. 

The Company will duly and
punctually pay or cause to be paid the principal of (and premium, if any) and
interest on the Securities of that series at the time and place and in the
manner provided herein and established with respect to such Securities. Payments
of principal on the Securities may be made at the time provided herein and
established with respect to such Securities by U.S. dollar check drawn on and
mailed to the address of the Securityholder entitled thereto as such address
shall appear in the Security Register, or U.S. dollar wire transfer to, a U.S.
dollar account if such Securityholder shall have furnished wire instructions to
the Trustee no later than 15 days prior to the relevant payment date. Payments
of interest on the Securities may be made at the time provided herein and
established with respect to such Securities by U.S. dollar check mailed to the
address of the Securityholder entitled thereto as such address shall appear in
the Security Register, or U.S. dollar wire transfer to, a U.S. dollar account if
such Securityholder shall have furnished wire instructions in writing to the
Security Registrar and the Trustee no later than 15 days prior to the relevant
payment date.

Section
4.02 Maintenance of Office or Agency. 

So long as any series of
the Securities remain Outstanding, the Company agrees to maintain an office or
agency with respect to each such series and at such other location or locations
as may be designated as provided in this Section 4.02, where (i) Securities of
that series may be presented for payment, (ii) Securities of that series may be
presented as herein above authorized for registration of transfer and exchange,
and (iii) notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be given or served, such
designation to continue with respect to such office or agency until the Company
shall, by written notice signed by any officer authorized to sign an Officer’s
Certificate and delivered to the Trustee, designate some other office or agency
for such purposes or any of them. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, notices and
demands. The Company initially appoints the Corporate Trust Office of the
Trustee as its paying agent with respect to the Securities. 

Section
4.03 Paying Agents. 

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

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

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

(3) that it will, at any time during the continuance of any failure referred
to in the preceding paragraph (a)(2) above, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by such paying
agent; and

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

14







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

(c) Notwithstanding anything in this Section to the contrary, (i) the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 11.05, and (ii) the Company may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for any
other purpose, pay, or direct any paying agent to pay, to the Trustee all sums
held in trust by the Company or such paying agent, such sums to be held by the
Trustee upon the same terms and conditions as those upon which such sums were
held by the Company or such paying agent; and, upon such payment by the Company
or any paying agent to the Trustee, the Company or such paying agent shall be
released from all further liability with respect to such money. 

Section
4.04 Appointment to Fill Vacancy in Office of
Trustee. 

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

ARTICLE
5 

SECURITYHOLDERS’ LISTS
AND REPORTS BY THE COMPANY AND THE TRUSTEE 

Section
5.01 Company to Furnish Trustee Names and Addresses of
Securityholders. 

The Company will furnish or
cause to be furnished to the Trustee (a) within 15 days after each regular
record date (as defined in Section 2.03) a list, in such form as the Trustee may
reasonably require, of the names and addresses of the holders of each series of
Securities as of such regular record date, provided that the Company shall not
be obligated to furnish or cause to furnish such list at any time that the list
shall not differ in any respect from the most recent list furnished to the
Trustee by the Company and (b) at such other times as the Trustee may request in
writing within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished; provided, however, that, in either case, no such
list need be furnished for any series for which the Trustee shall be the
Security Registrar. 

Section
5.02 Preservation Of Information; Communications With
Securityholders. 

(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
Securities contained in the most recent list furnished to it as provided in
Section 5.01 and as to the names and addresses of holders of Securities received
by the Trustee in its capacity as Security Registrar (if acting in such
capacity). 

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

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

15







Section
5.03 Reports by the Company. 

(a) The Company will at all times comply with Section 314(a) of the Trust
Indenture Act. The Company covenants and agrees to provide (which delivery may
be via electronic mail) to the Trustee within 30 days, after the Company files
the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) that the Company is required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; provided, however, the Company
shall not be required to deliver to the Trustee any correspondence filed with
the Commission or any materials for which the Company has sought and received
confidential treatment by the Commission; and provided further, that so long as
such filings by the Company are available on the Commission’s Electronic Data
Gathering, Analysis and Retrieval System (EDGAR), or any successor system, such
filings shall be deemed to have been filed with the Trustee for purposes hereof
without any further action required by the Company. For the avoidance of doubt,
a failure by the Company to file annual reports, information and other reports
with the SEC within the time period prescribed thereof by the Commission shall
not be deemed a breach of this Section 5.03.

(b) Delivery of reports, information and documents to the Trustee under
Section 5.03 is for informational purposes only and the information and the
Trustee’s receipt of the foregoing shall not constitute constructive notice of
any information contained therein, or determinable from information contained
therein including the Company’s compliance with any of their covenants
thereunder (as to which the Trustee is entitled to rely exclusively on an
Officer’s Certificate). The Trustee is under no duty to examine any such
reports, information or documents delivered to the Trustee or filed with the SEC
via EDGAR to ensure compliance with the provision of this Indenture or to
ascertain the correctness or otherwise of the information or the statements
contained therein. The Trustee shall have no responsibility or duty whatsoever
to ascertain or determine whether the above referenced filings with the SEC on
EDGAR (or any successor system) has occurred. 

Section
5.04 Reports by the Trustee. 

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

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

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

ARTICLE
6 

REMEDIES OF THE TRUSTEE
AND SECURITYHOLDERS ON EVENT OF DEFAULT 

Section
6.01 Events of Default. 

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

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

16







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

(3) the Company
fails to observe or perform any other of its covenants or agreements with
respect to that series contained in this Indenture or otherwise established with
respect to that series of Securities pursuant to Section 2.01 hereof (other than
a covenant or agreement that has been expressly included in this Indenture
solely for the benefit of one or more series of Securities other than such
series) for a period of 90 days after the date on which written notice of such
failure, requiring the same to be remedied and stating that such notice is a
“Notice of Default” hereunder, shall have been given to the Company by the
Trustee, by registered or certified mail, or to the Company and the Trustee by
the holders of at least 25% in principal amount of the Securities of that series
at the time Outstanding;

(4) the Company
pursuant to or within the meaning of any Bankruptcy Law (i) commences a
voluntary case, (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 or (iv) makes a general assignment
for the benefit of its creditors; or

(5) a court of
competent jurisdiction enters an order under any Bankruptcy Law that (i) is for
relief against the Company in an involuntary case, (ii) appoints a Custodian of
the Company 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. 

(b) In each and
every such case (other than an Event of Default specified in clause (4) or
clause (5) above), unless the principal of all the Securities of that series
shall have already become due and payable, either the Trustee or the holders of
not less than 25% in aggregate principal amount of the Securities of that series
then Outstanding hereunder, by notice in writing to the Company (and to the
Trustee if given by such Securityholders), may declare the principal of (and
premium, if any, on) and accrued and unpaid interest on all the Securities of
that series to be due and payable immediately, and upon any such declaration the
same shall become and shall be immediately due and payable. If an Event of
Default specified in clause (4) or clause (5) above occurs, the principal of and
accrued and unpaid interest on all the Securities of that series shall
automatically be immediately due and payable without any declaration or other
act on the part of the Trustee or the holders of the Securities. 

(c) At any time
after the principal of (and premium, if any, on) and accrued and unpaid interest
on the Securities of that series shall have been so declared due and payable,
and before any judgment or decree for the payment of the moneys due shall have
been obtained or entered as hereinafter provided, the holders of a majority in
aggregate principal amount of the Securities of that series then Outstanding
hereunder, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if: (i) the Company has paid or
deposited with the Trustee a sum sufficient to pay all matured installments of
interest upon all the Securities of that series and the principal of (and
premium, if any, on) any and all Securities of that series that shall have
become due otherwise than by acceleration (with interest upon such principal and
premium, if any, and, to the extent that such payment is enforceable under
applicable law, upon overdue installments of interest, at the rate per annum
expressed in the Securities of that series to the date of such payment or
deposit) and the amount payable to the Trustee under Section 7.06, and (ii) any
and all Events of Default under the Indenture with respect to such series, other
than the nonpayment of principal on (and premium, if any, on) and accrued and
unpaid interest on Securities of that series that shall not have become due by
their terms, shall have been remedied or waived as provided in Section 6.06.


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

17







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

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


(a) The Company
covenants that (i) in case it shall default in the payment of any installment of
interest on any of the Securities of a series, or in any payment required by any
sinking or analogous fund established with respect to that series as and when
the same shall have become due and payable, and such default shall have
continued for a period of 90 days, or (ii) in case it shall default in the
payment of the principal of (or premium, if any, on) any of the Securities of a
series when the same shall have become due and payable, whether upon maturity of
the Securities of a series or upon redemption or upon declaration or otherwise
then, upon demand of the Trustee, the Company will pay to the Trustee, for the
benefit of the holders of the Securities of that series, the whole amount that
then shall have been become due and payable on all such Securities for principal
(and premium, if any) or interest, or both, as the case may be, with interest
upon the overdue principal (and premium, if any) and (to the extent that payment
of such interest is enforceable under applicable law) upon overdue installments
of interest at the rate per annum expressed in the Securities of that series;
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, and the amount payable to the Trustee
under Section 7.06. 

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

(c) In case of any
receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment,
arrangement, composition or judicial proceedings affecting the Company, or its
creditors or property, the Trustee shall have power to intervene in such
proceedings and take any action therein that may be permitted by the court and
shall (except as may be otherwise provided by law) be entitled to file such
proofs of claim and other papers and documents as may be necessary or advisable
in order to have the claims of the Trustee and of the holders of Securities of
such series allowed for the entire amount due and payable by the Company under
the Indenture at the date of institution of such proceedings and for any
additional amount that may become due and payable by the Company after such
date, and to collect and receive any moneys or other property payable or
deliverable on any such claim, and to distribute the same after the deduction of
the amount payable to the Trustee under Section 7.06; and any receiver, assignee
or trustee in bankruptcy or reorganization is hereby authorized by each of the
holders of Securities of such series to make such payments to the Trustee, and,
in the event that the Trustee shall consent to the making of such payments
directly to such Securityholders, to pay to the Trustee any amount due it under
Section 7.06. 

(d) All rights of
action and of asserting claims under this Indenture, or under any of the terms
established with respect to Securities of that series, may be enforced by the
Trustee without the possession of any of such Securities, or the production
thereof at any trial or other proceeding relative thereto, and any such suit or
proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for
payment to the Trustee of any amounts due under Section 7.06, be for the ratable
benefit of the holders of the Securities of such series. 

In case of an Event of Default
hereunder, the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such
rights, either at law or in equity or in bankruptcy or otherwise, whether for
the specific enforcement of any covenant or agreement contained in the Indenture
or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law. 

18







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

Section
6.03 Application of Moneys Collected. 

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

FIRST: To the payment of costs
and expenses of collection and of all amounts payable to the Trustee under
Section 7.06; 

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

THIRD: To the payment of the
remainder, if any, to the Company or any other Person lawfully entitled thereto.


Section
6.04 Limitation on Suits. 

No holder of any Security of
any series shall have any right by virtue or by availing of any provision of
this Indenture to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Indenture or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless (i) such holder
previously shall have given to the Trustee written notice of an Event of Default
and of the continuance thereof with respect to the Securities of such series
specifying such Event of Default, as hereinbefore provided; (ii) the holders of
not less than 25% in aggregate principal amount of the Securities of such series
then Outstanding shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as Trustee hereunder; (iii) such
holder or holders shall have offered to the Trustee indemnity satisfactory to it
against the costs, expenses and liabilities to be incurred in compliance with
such request; (iv) the Trustee for 90 days after its receipt of such notice,
request and offer of indemnity, shall have failed to institute any such action,
suit or proceeding and (v) during such 90 day period, the holders of a majority
in principal amount of the Securities of that series do not give the Trustee a
direction inconsistent with the request. 

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

19







Section
6.05 Rights and Remedies Cumulative; Delay or Omission
Not Waiver. 

(a) Except as
otherwise provided in Section 2.07, all powers and remedies given by this
Article to the Trustee or to the Securityholders shall, to the extent permitted
by law, be deemed cumulative and not exclusive of any other powers and remedies
available to the Trustee or the holders of the Securities, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture or otherwise established
with respect to such Securities. 

(b) No delay or
omission of the Trustee or of any holder of any of the Securities to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 6.04, every power and remedy given by this Article or by
law to the Trustee or the Securityholders may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee or by the
Securityholders. 

Section
6.06 Control by Securityholders. 

The holders of a majority in
aggregate principal amount of the Securities of any series at the time
Outstanding, determined in accordance with Section 8.04, 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 such series; provided, however, that such direction
shall not be in conflict with any rule of law or with this Indenture or subject
the Trustee in its sole discretion to personal liability. Subject to the
provisions of Section 7.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee in good faith shall, by a Responsible
Officer or officers of the Trustee, determine that the proceeding so directed,
subject to the Trustee’s duties under the Trust Indenture Act, would involve the
Trustee in personal liability or might be unduly prejudicial to the
Securityholders not involved in the proceeding. The holders of a majority in
aggregate principal amount of the Securities of any series at the time
Outstanding affected thereby, determined in accordance with Section 8.04, may on
behalf of the holders of all of the Securities of such series waive any past
default in the performance of any of the covenants contained herein or
established pursuant to Section 2.01 with respect to such series and its
consequences, except a default in the payment of the principal of, or premium,
if any, or interest on, any of the Securities of that series as and when the
same shall become due by the terms of such Securities otherwise than by
acceleration (unless such default has been cured and a sum sufficient to pay all
matured installments of interest and principal and any premium has been
deposited with the Trustee (in accordance with Section 6.01(c)). Upon any such
waiver, the default covered thereby shall be deemed to be cured for all purposes
of this Indenture and the Company, the Trustee and the holders of the Securities
of such series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon. 

Section
6.07 Undertaking to Pay Costs. 

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

20







ARTICLE
7 

CONCERNING THE
TRUSTEE 

Section
7.01 Certain Duties and Responsibilities of
Trustee. 

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


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

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

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

(B) in the absence
of bad faith on the part of the Trustee, the Trustee may with respect to the
Securities of such series conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Trustee and conforming to the requirements of this
Indenture; but in the case of any such certificates or opinions that by any
provision hereof are specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine whether or not
they conform to the requirements of this Indenture;

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

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

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

(v) The Trustee
shall not be required to give any bond or surety in respect of the performance
of its powers or duties hereunder; 

(vi) The permissive
right of the Trustee to do things enumerated in this Indenture shall not be
construed as a duty of the Trustee; and 

21







(vii) No Trustee
shall have any duty or responsibility for any act or omission of any other
Trustee appointed with respect to a series of Securities hereunder. 

Section
7.02 Certain Rights of Trustee. 

Except as otherwise
provided in Section 7.01:

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

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

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

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

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

(f) The Trustee
shall not be bound to make any investigation into the facts or matters stated in
any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond, security, or other papers or documents
or inquire as to the performance by the Company of one of its covenants under
this Indenture, unless requested in writing so to do by the holders of not less
than a majority in principal amount of the Outstanding Securities of the
particular series affected thereby (determined as provided in Section 8.04);
provided, however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require security or indemnity reasonably acceptable to the
Trustee against such costs, expenses or liabilities as a condition to so
proceeding. The reasonable expense of every such examination shall be paid by
the Company or, if paid by the Trustee, shall be repaid by the Company upon
demand;

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

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

22







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


(j) The Trustee
agrees to accept and act upon instructions or directions pursuant to this
Indenture sent by unsecured e-mail, facsimile transmission or other similar
unsecured electronic methods; provided, however, that (a) the party providing
such written instructions, subsequent to such transmission of written
instructions, shall provide the originally executed instructions or directions
to the Trustee in a timely manner, and (b) such originally executed instructions
or directions shall be signed by an authorized representative of the party
providing such instructions or directions. If the party elects to give the
Trustee e-mail or facsimile instructions (or instructions by a similar
electronic method) and the Trustee in its discretion elects to act upon such
instructions, the Trustee’s understanding of such instructions shall be deemed
controlling. The Trustee shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Trustee’s reliance upon and compliance
with such instructions notwithstanding such instructions conflict or are
inconsistent with a subsequent written instruction. The party providing
electronic instructions agrees to assume all risks arising out of the use of
such electronic methods to submit instructions and directions to the Trustee,
including without limitation the risk of the Trustee acting on unauthorized
instructions, and the risk or interception and misuse by third parties. The
Trustee may request that the Company deliver an Officer’s Certificate setting
forth the names of individuals and/or titles of officers authorized at such time
to furnish the Trustee with Officer’s Certificates, Company Orders and any other
matters or directions pursuant to this Indenture. 

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


(l) The Trustee
shall not be deemed to have knowledge of any Default or Event of Default (other
than an Event of Default relating to the failure to pay the interest on, or the
principal of, the Securities) until the Trustee shall have received written
notification in the manner set forth in this Indenture or a Responsible Officer
of the Trustee shall have obtained actual knowledge.

Section
7.03 Trustee Not Responsible for Recitals or Issuance
or Securities. 

(a) The recitals
contained herein and in the Securities shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for the correctness of the
same. The Trustee shall not be responsible for any statement in any registration
statement, prospectus, or any other document in connection with the sale of
Securities. The Trustee shall not be responsible for any rating on the
Securities or any action or omission of any rating agency. 

(b) The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities.

(c) The Trustee
shall not be accountable for the use or application by the Company of any of the
Securities or of the proceeds of such Securities, or for the use or application
of any moneys paid over by the Trustee in accordance with any provision of this
Indenture or established pursuant to Section 2.01, or for the use or application
of any moneys received by any paying agent other than the Trustee. 

Section
7.04 May Hold Securities. 

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

23







Section
7.05 Moneys Held in Trust. 

Subject to the provisions
of Section 11.05, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by law. The Trustee shall be under no liability for interest on any
moneys received by it hereunder except such as it may agree with the Company to
pay thereon. 

Section
7.06 Compensation and Reimbursement. 

(a) The Company
shall pay to the Trustee for each of its capacities hereunder 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.

(b) The Company
shall indemnify each of the Trustee in each of its capacities hereunder against
any loss, liability or expense (including the cost of defending itself and
including the reasonable compensation and expenses of the Trustee’s agents and
counsel) incurred by it except as set forth in Section 7.06(c) in the exercise
or performance of its powers, rights or 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. 

(c) 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 negligence or bad faith. 

(d) To ensure the
Company’s payment obligations in this Section, the Trustee shall have a lien
prior to the Securities on all funds or property held or collected by the
Trustee, except that held in trust to pay principal of or interest on particular
Securities. When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 6.01(4) or (5), the expenses
(including the reasonable fees and expenses of its counsel) and the compensation
for services in connection therewith are to constitute expenses of
administration under any bankruptcy law. The provisions of this Section 7.06
shall survive the termination of this Indenture and the resignation or removal
of the Trustee. 

Section
7.07 Reliance on Officer’s Certificate. 

Except as otherwise
provided in Section 7.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it reasonably necessary or desirable that
a matter be proved or established prior to taking or suffering or omitting to
take any action hereunder, such matter (unless other evidence in respect thereof
be herein specifically prescribed) may, in the absence of negligence or bad
faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officer’s Certificate delivered to the Trustee and such
certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted to be taken by it under the provisions of this Indenture upon the faith
thereof. 

Section
7.08 Disqualification; Conflicting
Interests. 

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

24







Section
7.09 Corporate Trustee Required;
Eligibility. 

There shall at all times be
a Trustee with respect to the Securities issued hereunder which shall at all
times be a corporation organized and doing business under the laws of the United
States of America or any state or territory thereof or of the District of
Columbia, or a corporation or other Person permitted to act as trustee by the
Commission, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least fifty million U.S. dollars
($50,000,000), and subject to supervision or examination by federal, state,
territorial, or District of Columbia authority. 

If such corporation or
other Person publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
corporation or other Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. The
Company may not, nor may any Person directly or indirectly controlling,
controlled by, or under common control with the Company, serve as Trustee. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 7.10. 

Section
7.10 Resignation and Removal; Appointment of
Successor. 

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

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

(i) the Trustee
shall fail to comply with the provisions of Section 7.08 after written request
therefor by the Company or by any Securityholder who has been a bona fide holder
of a Security or Securities for at least six months; or

(ii) the Trustee
shall cease to be eligible in accordance with the provisions of Section 7.09 and
shall fail to resign after written request therefor by the Company or by any
such Securityholder; or

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

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

25







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

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

(e) Any successor
trustee appointed pursuant to this Section may be appointed with respect to the
Securities of one or more series or all of such series, and at any time there
shall be only one Trustee with respect to the Securities of any particular
series. 

Section
7.11 Acceptance of Appointment By
Successor. 

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

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

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

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


26







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

Section
7.12 Merger, Conversion, Consolidation or Succession to
Business. 

Any corporation into which
the Trustee may be merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or
substantially all the corporate trust business of the Trustee, including the
administration of the trust created by this Indenture, shall be the successor of
the Trustee hereunder, provided that such corporation shall be qualified under
the provisions of Section 7.08 and eligible under the provisions of Section
7.09, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities. 

Section
7.13 Preferential Collection of Claims Against the
Company. 

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

Section
7.14 Notice of Default.


If any Event of Default
occurs and is continuing and if such Event of Default is known to a Responsible
Officer of the Trustee, the Trustee shall mail to each Securityholder in the
manner and to the extent provided in Section 313(c) of the Trust Indenture Act
notice of the Event of Default within the earlier of 90 days after it occurs and
30 days after it is known to a Responsible Officer of the Trustee or written
notice of it is received by the Trustee, unless such Event of Default has been
cured; provided,
however, that, except in the case
of a default in the payment of the principal of (or premium, if any) or interest
on any Security, the Trustee shall be protected in withholding such notice if
and so long as the Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interest of the Securityholders.


ARTICLE
8 

CONCERNING THE
SECURITYHOLDERS 

Section
8.01 Evidence of Action by
Securityholders. 

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

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

27








Section
8.02 Proof of Execution by
Securityholders. 

Subject to the provisions
of Section 7.01, proof of the execution of any instrument by a Securityholder
(such proof will not require notarization) or his or her agent or proxy and
proof of the holding by any Person of any of the Securities shall be sufficient
if made in the following manner: 

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

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

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

Section
8.03 Who May be Deemed Owners. 

Prior to the due
presentment for registration of transfer of any Security, the Company, the
Trustee, any paying agent and any Security Registrar may deem and treat the
Person in whose name such Security shall be registered upon the books of the
Security Registrar as the absolute owner of such Security (whether or not such
Security shall be overdue and notwithstanding any notice of ownership or writing
thereon made by anyone other than the Security Registrar) for the purpose of
receiving payment of or on account of the principal of, premium, if any, and
(subject to Section 2.03) interest on such Security and for all other purposes;
and neither the Company nor the Trustee nor any paying agent nor any Security
Registrar shall be affected by any notice to the contrary. 

Section
8.04 Certain Securities Owned by Company
Disregarded. 

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

Section
8.05 Actions Binding on Future
Securityholders. 

At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 8.01, of the
taking of any action by the holders of the majority or percentage in aggregate
principal amount of the Securities of a particular series specified in this
Indenture in connection with such action, any holder of a Security of that
series that is shown by the evidence to be included in the Securities the
holders of which have consented to such action may, by filing written notice
with the Trustee, and upon proof of holding as provided in Section 8.02, revoke
such action so far as concerns such Security. Except as aforesaid any such
action taken by the holder of any Security shall be conclusive and binding upon
such holder and upon all future holders and owners of such Security, and of any
Security issued in exchange therefor, on registration of transfer thereof or in
place thereof, irrespective of whether or not any notation in regard thereto is
made upon such Security. Any action taken by the holders of the majority or
percentage in aggregate principal amount of the Securities of a particular
series specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Trustee and the holders of all the
Securities of that series.

28







ARTICLE
9 

SUPPLEMENTAL
INDENTURES 

Section
9.01 Supplemental Indentures Without the Consent of
Securityholders. 

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

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


(b) to comply with
Article Ten; 

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

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

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

(f) to make any
change that does not adversely affect the rights of any Securityholder in any
material respect;

(g) to provide for
the issuance of and establish the form and terms and conditions of the
Securities of any series as provided in Section 2.01, to establish the form of
any certifications required to be furnished pursuant to the terms of this
Indenture or any series of Securities, or to add to the rights of the holders of
any series of Securities;

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

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

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

29







Any supplemental indenture
authorized by the provisions of this Section may be executed by the Company and
the Trustee without the consent of the holders of any of the Securities at the
time Outstanding, notwithstanding any of the provisions of Section 9.02.


Section
9.02 Supplemental Indentures With Consent of
Securityholders. 

With the consent (evidenced
as provided in Section 8.01) of the holders of not less than a majority in
aggregate principal amount of the Securities of each series affected by such
supplemental indenture or indentures at the time Outstanding, the Company, when
authorized by a Board Resolution, and the Trustee may from time to time and at
any time enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as then in effect) for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner not covered by Section 9.01 the rights of the holders of
the Securities of such series under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the holders of each
Security then Outstanding and affected thereby, (a) extend the fixed maturity of
any Securities of any series, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof or (b) reduce the aforesaid
percentage of Securities, the holders of which are required to consent to any
such supplemental indenture. 

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


Section
9.03 Effect of Supplemental Indentures. 

Upon the execution of any
supplemental indenture pursuant to the provisions of this Article or of Section
10.01, this Indenture shall, with respect to such series, be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the holders of Securities of the series affected
thereby shall thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes.


Section
9.04 Securities Affected by Supplemental
Indentures. 

Securities of any series
affected by a supplemental indenture, authenticated and delivered after the
execution of such supplemental indenture pursuant to the provisions of this
Article or of Section 10.01, may bear a notation in form approved by the
Company, provided such form meets the requirements of any securities exchange
upon which such series may be listed, as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities of
that series so modified as to conform, in the opinion of the Board of Directors,
to any modification of this Indenture contained in any such supplemental
indenture may be prepared by the Company, authenticated by the Trustee and
delivered in exchange for the Securities of that series then Outstanding.


Section
9.05 Execution of Supplemental
Indentures. 

Upon the request of the
Company, accompanied by its Board Resolutions authorizing the execution of any
such supplemental indenture, and upon the filing with the Trustee of evidence of
the consent of Securityholders required to consent thereto as aforesaid, the
Trustee shall join with the Company in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion but shall not be obligated to enter into such
supplemental indenture. The Trustee, subject to the provisions of Section 7.01,
shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article is
authorized or permitted by the terms of this Article and that all conditions
precedent to the execution of the supplemental indenture have been complied
with; provided, however, that such Officer’s Certificate or Opinion of Counsel
need not be provided in connection with the execution of a supplemental
indenture that establishes the terms of a series of Securities pursuant to
Section 2.01 hereof.

30







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


ARTICLE
10 

SUCCESSOR
ENTITY 

Section
10.01 Company May Consolidate, Etc. 

Nothing contained in this
Indenture shall prevent any consolidation or merger of the Company with or into
any other Person (whether or not affiliated with the Company) or successive
consolidations or mergers in which the Company or its successor or successors
shall be a party or parties, or shall prevent any sale, conveyance, transfer or
other disposition of the property of the Company or its successor or successors
as an entirety, or substantially as an entirety, to any other Person (whether or
not affiliated with the Company or its successor or successors); provided,
however, the Company hereby covenants and agrees that, upon any such
consolidation or merger (in each case, if the Company is not the survivor of
such transaction) or any such sale, conveyance, transfer or other disposition
(other than a sale, conveyance, transfer or other disposition to a Subsidiary of
the Company), the due and punctual payment of the principal of (premium, if any)
and interest on all of the Securities of all series in accordance with the terms
of each series, according to their tenor, and the due and punctual performance
and observance of all the covenants and conditions of this Indenture with
respect to each series or established with respect to such series pursuant to
Section 2.01 to be kept or performed by the Company shall be expressly assumed,
by supplemental indenture (which shall conform to the provisions of the Trust
Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee
executed and delivered to the Trustee by the entity formed by such
consolidation, or into which the Company shall have been merged, or by the
entity which shall have acquired such property. 

Section
10.02 Successor Entity Substituted. 

(a) In case of any
such consolidation, merger, sale, conveyance, transfer or other disposition and
upon the assumption by the successor entity by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the
obligations set forth under Section 10.01 on all of the Securities of all series
Outstanding, such successor entity shall succeed to and be substituted for the
Company with the same effect as if it had been named as the Company herein, and
thereupon the predecessor corporation shall be relieved of all obligations and
covenants under this Indenture and the Securities. 

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

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

31







ARTICLE
11 

SATISFACTION AND
DISCHARGE 

Section
11.01 Satisfaction and Discharge of
Indenture. 

If at any time: (a) the
Company shall have delivered to the Trustee for cancellation all Securities of a
series theretofore authenticated and not delivered to the Trustee for
cancellation (other than any Securities that shall have been destroyed, lost or
stolen and that shall have been replaced or paid as provided in Section 2.07 and
Securities for whose payment money or Governmental Obligations have theretofore
been deposited in trust or segregated and held in trust by the Company and
thereupon repaid to the Company or discharged from such trust, as provided in
Section 11.05); or (b) all such Securities of a particular series not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and the Company shall
deposit or cause to be deposited with the Trustee as trust funds the entire
amount in moneys or Governmental Obligations or a combination thereof,
sufficient in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay at maturity or upon redemption all Securities of that series not
theretofore delivered to the Trustee for cancellation, including principal (and
premium, if any) and interest due or to become due to such date of maturity or
date fixed for redemption, as the case may be, and if the Company shall also pay
or cause to be paid all other sums payable hereunder with respect to such series
by the Company then this Indenture shall thereupon cease to be of further effect
with respect to such series except for the provisions of Sections 2.03, 2.05,
2.07, 4.01, 4.02, 4.03 and 7.10, that shall survive until the date of maturity
or redemption date, as the case may be, and Sections 7.06 and 11.05, that shall
survive to such date and thereafter, and the Trustee, on demand of the Company
and at the cost and expense of the Company shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture with respect to
such series. 

Section
11.02 Discharge of Obligations. 

If at any time all such
Securities of a particular series not heretofore delivered to the Trustee for
cancellation or that have not become due and payable as described in Section
11.01 shall have been paid by the Company by depositing irrevocably with the
Trustee as trust funds moneys or an amount of Governmental Obligations
sufficient to pay at maturity or upon redemption all such Securities of that
series not theretofore delivered to the Trustee for cancellation, including
principal (and premium, if any) and interest due or to become due to such date
of maturity or date fixed for redemption, as the case may be, and if the Company
shall also pay or cause to be paid all other sums payable hereunder by the
Company with respect to such series, then after the date such moneys or
Governmental Obligations, as the case may be, are deposited with the Trustee the
obligations of the Company under this Indenture with respect to such series
shall cease to be of further effect except for the provisions of Sections 2.03,
2.05, 2.07, 4,01, 4.02, 4,03, 7.06, 7.10 and 11.05 hereof that shall survive
until such Securities shall mature and be paid. 

Thereafter, Sections 7.06
and 11.05 shall survive. 

Section
11.03 Deposited Moneys to be Held in
Trust. 

All moneys or Governmental
Obligations deposited with the Trustee pursuant to Sections 11.01 or 11.02 shall
be held in trust and shall be available for payment as due, either directly or
through any paying agent (including the Company acting as its own paying agent),
to the holders of the particular series of Securities for the payment or
redemption of which such moneys or Governmental Obligations have been deposited
with the Trustee. 

Section
11.04 Payment of Moneys Held by Paying
Agents. 

In connection with the
satisfaction and discharge of this Indenture all moneys or Governmental
Obligations then held by any paying agent under the provisions of this Indenture
shall, upon demand of the Company, be paid to the Trustee and thereupon such
paying agent shall be released from all further liability with respect to such
moneys or Governmental Obligations.

32







Section
11.05 Repayment to Company. 

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

ARTICLE
12 

IMMUNITY OF
INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS 

Section
12.01 No Recourse. 

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

ARTICLE
13 

MISCELLANEOUS
PROVISIONS 

Section
13.01 Effect on Successors and Assigns. 

All the covenants,
stipulations, promises and agreements in this Indenture made by or on behalf of
the Company shall bind its successors and assigns, whether so expressed or not.


Section
13.02 Actions by Successor. 

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

33







Section
13.03 Surrender of Company Powers. 

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

Section
13.04 Notices. 

Except as otherwise
expressly provided herein, any notice, request or demand that by any provision
of this Indenture is required or permitted to be given, made or served by the
Trustee, the Security Registrar, any paying or other agent under this Indenture
or by the holders of Securities or by any other Person pursuant to this
Indenture to or on the Company may be given or served by being deposited in
first class mail, postage prepaid, addressed (until another address is filed in
writing by the Company with the Trustee), as follows: Geron Corporation, 149
Commonwealth Drive, Suite 2070, Menlo Park, California 94025, Attention: [●].
Any notice, election, request or demand by the Company or any Securityholder or
by any other Person pursuant to this Indenture to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the Corporate Trust Office of the Trustee. 

Section
13.05 Governing Law; Jury Trial Waiver. 

This Indenture and each
Security shall be deemed to be a contract made under the internal laws of the
State of New York, and for all purposes shall be construed in accordance with
the laws of said State, except to the extent that the Trust Indenture Act is
applicable. 

EACH PARTY HERETO, AND EACH
HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS INDENTURE. 

Section
13.06 Treatment of Securities as Debt. 

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

Section
13.07 Certificates and Opinions as to Conditions
Precedent. 

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

(b) Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant in this
Indenture (other than the certificate to be delivered pursuant to Section 13.12
or Section 314(a)(1) of the Trust Indenture Act) shall include (i) a statement
that the Person making such certificate or opinion has read such covenant or
condition; (ii) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based; (iii) a statement that, in the opinion of such
Person, he has made such examination or investigation as is reasonably necessary
to enable him to express an informed opinion as to whether or not such covenant
or condition has been complied with; and (iv) a statement as to whether or not,
in the opinion of such Person, such condition or covenant has been complied
with. 

34







Section
13.08 Payments on Business Days. 

Except as provided pursuant
to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s
Certificate, or established in one or more indentures supplemental to this
Indenture, in any case where the date of maturity of interest or principal of
any Security or the date of redemption of any Security shall not be a Business
Day, then payment of interest or principal (and premium, if any) may be made on
the next succeeding Business Day with the same force and effect as if made on
the nominal date of maturity or redemption, and no interest shall accrue for the
period after such nominal date. 

Section
13.09 Conflict with Trust Indenture Act. 

If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by Section 318(c) of the Trust Indenture Act, such imposed duties shall
control. 

Section
13.10 Counterparts. 

This Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument. The
exchange of copies of this Indenture and of signature pages by facsimile or PDF
transmission shall constitute effective execution and delivery of this Indenture
as to the parties hereto and may be used in lieu of the original Indenture for
all purposes. Signatures of the parties hereto transmitted by facsimile or PDF
shall be deemed to be their original signatures for all purposes. 

Section
13.11 Separability. 

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

Section
13.12 Compliance Certificates. 

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

Section
13.13 U.S.A. Patriot Act.

The parties hereto
acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the
Trustee, like all financial institutions and in order to help fight the funding
of terrorism and money laundering, is required to obtain, verify, and record
information that identifies each person or legal entity that establishes a
relationship or opens an account with the Trustee. The parties to this Indenture
agree that they will provide the Trustee with such information as it may request
in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.


Section
13.14 Force Majeure.

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

35







Section
13.15 Table of Contents; Headings. 

The table of contents and
headings of the articles and sections of this Indenture have been inserted for
convenience of reference only, are not intended to be considered a part hereof,
and will not modify or restrict any of the terms or provisions hereof.


36







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


	GERON CORPORATION
		 
	By:	
		 
	Name:  	
		 
	Title:	
		   
	  
	[TRUSTEE], as
    Trustee
	 
	By:	
		 
	Name:	
		 
	Title:	




37







CROSS-REFERENCE TABLE
(1) 

	Section of Trust
      Indenture Act of 1939, as Amended	     	Section of
      Indenture
	310(a)		7.09
	310(b)		7.08
			7.10
	310(c)		Inapplicable
	311(a)		7.13
	311(b)		7.13
	311(c)		Inapplicable
	312(a)		5.01
			5.02(a)
	312(b)		5.02(c)
	312(c)		5.02(c)
	313(a)		5.04(a)
	313(b)		5.04(b)
	313(c)		5.04(a)
			5.04(b)
	313(d)		5.04(c)
	314(a)		5.03
			13.12
	314(b)		Inapplicable
	314(c)		13.07(a)
	314(d)		Inapplicable
	314(e)		13.07(b)
	314(f)		Inapplicable
	315(a)		7.01(a)
			7.01(b)
	315(b)		7.14
	315(c)		7.01
	315(d)		7.01(b)
	315(e)		6.07
	316(a)		6.06
			8.04
	316(b)		6.04
	316(c)		8.01
	317(a)		6.02
	317(b)		4.03
	
	318(a)		13.09

____________________


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


38