SMARTHEAT,
INC.

    


    Issuer

    


    AND

    


    [TRUSTEE]

    


    Trustee

     

    
      
        
INDENTURE

    

    


    Dated
as of [·], 20[·]

    


    
      
        

      

    

     

    Senior
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 Authentication. 

                    	
                      7

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      2.05

                    	
                      Registration
      of Transfer and Exchange. 

                    	
                      8

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      2.06

                    	
                      Temporary
      Securities. 

                    	
                      8

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      2.07

                    	
                      Mutilated,
      Destroyed, Lost or Stolen Securities. 

                    	
                      9

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      2.08

                    	
                      Cancellation. 

                    	
                      9

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      2.09

                    	
                      Benefits
      of Indenture. 

                    	
                      9

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      2.10

                    	
                      Authenticating
      Agent. 

                    	
                      10

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      2.11

                    	
                      Global
      Securities. 

                    	
                      10

                    
	 
      	 
      	 
      	 
      
	
                      ARTICLE
      3 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS  

                    	
                      11

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      3.01

                    	
                      Redemption. 

                    	
                      11

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      3.02

                    	
                      Notice
      of Redemption. 

                    	
                      11

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      3.03

                    	
                      Payment
      Upon Redemption. 

                    	
                      12

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      3.04

                    	
                      Sinking
      Fund. 

                    	
                      12

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      3.05

                    	
                      Satisfaction
      of Sinking Fund Payments with Securities. 

                    	
                      12

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      3.06

                    	
                      Redemption
      of Securities for Sinking Fund. 

                    	
                      13

                    
	 
      	 
      	 
      	 
      
	
                      ARTICLE
      4 COVENANTS 

                    	
                      13

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      4.01

                    	
                      Payment
      of Principal, Premium and Interest. 

                    	
                      13

                    


            

          

        

        



        
          
             


          

          
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        TABLE OF
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                          Page

                        
	 
      	 
      	 
      	 
      
	 
      	
                          Section
      4.02

                        	
                          Maintenance
      of Office or Agency. 

                        	
                          13

                        
	 
      	 
      	 
      	 
      
	 
      	
                          Section
      4.03

                        	
                          Paying
      Agents. 

                        	
                          14

                        
	 
      	 
      	 
      	 
      
	 
      	
                          Section
      4.04

                        	
                          Appointment
      to Fill Vacancy in Office of Trustee. 

                        	
                          14

                        
	 
      	 
      	 
      	 
      
	 
      	
                          Section
      4.05

                        	
                          Compliance
      with Consolidation Provisions. 

                        	
                          14

                        
	 
      	 
      	 
      	 
      
	
                          ARTICLE
      5 SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE
      TRUSTEE  

                        	
                          14

                        
	 
      	 
      	 
      	 
      
	 
      	
                          Section
      5.01

                        	
                          Company
      to Furnish Trustee Names and Addresses of
      Securityholders. 

                        	
                          14

                        
	 
      	 
      	 
      	 
      
	 
      	
                          Section
      5.02

                        	
                          Preservation
      Of Information; Communications With Securityholders. 

                        	
                          15

                        
	 
      	 
      	 
      	 
      
	 
      	
                          Section
      5.03

                        	
                          Reports
      by the Company. 

                        	
                          15

                        
	 
      	 
      	 
      	 
      
	 
      	
                          Section
      5.04

                        	
                          Reports
      by the Trustee. 

                        	
                          15

                        
	 
      	 
      	 
      	 
      
	
                          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. 

                        	
                          17

                        
	 
      	 
      	 
      	 
      
	 
      	
                          Section
      6.03

                        	
                          Application
      of Moneys or Property Collected. 

                        	
                          18

                        
	 
      	 
      	 
      	 
      
	 
      	
                          Section
      6.04

                        	
                          Limitation
      on Suits. 

                        	
                          18

                        
	 
      	 
      	 
      	 
      
	 
      	
                          Section
      6.05

                        	
                          Rights
      and Remedies Cumulative; Delay or Omission Not
    Waiver. 

                        	
                          19

                        
	 
      	 
      	 
      	 
      
	 
      	
                          Section
      6.06

                        	
                          Control
      by Securityholders.

                        	
                          19

                        
	 
      	 
      	 
      	 
      
	 
      	
                          Section
      6.07

                        	
                          Undertaking
      to Pay Costs.

                        	
                          20

                        
	 
      	 
      	 
      	 
      
	
                          ARTICLE
      7 CONCERNING THE TRUSTEE  

                        	
                          20

                        
	 
      	 
      	 
      	 
      
	 
      	
                          Section
      7.01

                        	
                          Certain
      Duties and Responsibilities of Trustee. 

                        	
                          20

                        
	 
      	 
      	 
      	 
      
	 
      	
                          Section
      7.02

                        	
                          Certain
      Rights of Trustee. 

                        	
                          21

                        
	 
      	 
      	 
      	 
      
	 
      	
                          Section
      7.03

                        	
                          Trustee
      Not Responsible for Recitals or Issuance or
    Securities. 

                        	
                          22

                        


                

              

            

          

        

        



        
          
             


          

          
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                      Page

                    
	 
      	 
      	 
      	 
      
	
                        

                    	
                      Section
      7.04

                    	
                      May
      Hold Securities. 

                    	
                      22

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      7.05

                    	
                      Moneys
      Held in Trust. 

                    	
                      22

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      7.06

                    	
                      Compensation
      and Reimbursement. 

                    	
                      22

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      7.07

                    	
                      Reliance
      on Officers’ Certificate. 

                    	
                      23

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      7.08

                    	
                      Disqualification;
      Conflicting Interests. 

                    	
                      23

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      7.09

                    	
                      Corporate
      Trustee Required; Eligibility. 

                    	
                      23

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      7.10

                    	
                      Resignation
      and Removal; Appointment of Successor. 

                    	
                      23

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      7.11

                    	
                      Acceptance
      of Appointment By Successor. 

                    	
                      24

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      7.12

                    	
                      Merger,
      Conversion, Consolidation or Succession to Business. 

                    	
                      25

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      7.13

                    	
                      Preferential
      Collection of Claims Against the Company. 

                    	
                      26

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      7.14

                    	
                      Notice
      of Default 

                    	
                      26

                    
	 
      	 
      	 
      	 
      
	
                      ARTICLE
      8 CONCERNING THE SECURITYHOLDERS 

                    	
                      26

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      8.01

                    	
                      Evidence
      of Action by Securityholders. 

                    	
                      26

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      8.02

                    	
                      Proof
      of Execution by Securityholders. 

                    	
                      26

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      8.03

                    	
                      Who
      May be Deemed Owners. 

                    	
                      27

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      8.04

                    	
                      Certain
      Securities Owned by Company Disregarded. 

                    	
                      27

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      8.05

                    	
                      Actions
      Binding on Future Securityholders. 

                    	
                      27

                    
	 
      	 
      	 
      	 
      
	
                      ARTICLE
      9 SUPPLEMENTAL INDENTURES  

                    	
                      28

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      9.01

                    	
                      Supplemental
      Indentures Without the Consent of Securityholders. 

                    	
                      28

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      9.02

                    	
                      Supplemental
      Indentures With Consent of Securityholders. 

                    	
                      29

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      9.03

                    	
                      Effect
      of Supplemental Indentures. 

                    	
                      29

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      9.04

                    	
                      Securities
      Affected by Supplemental Indentures. 

                    	
                      29

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      9.05

                    	
                      Execution
      of Supplemental Indentures. 

                    	
                      29

                    


            

          

        
 

        
          
             


          

          
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                        Page

                      
	 
      	 
      	 
      	 
      
	
                        ARTICLE
      10 SUCCESSOR ENTITY

                      	
                        30

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Section
      10.01

                      	
                        Company
      May Consolidate, Etc. 

                      	
                        30

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Section
      10.01

                      	
                        Successor
      Entity Substituted. 

                      	
                        30

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Section
      10.03

                      	
                        Evidence
      of Consolidation, Etc. to Trustee. 

                      	
                        30

                      
	 
      	 
      	 
      	 
      
	
                        ARTICLE
      11 SATISFACTION AND DISCHARGE  

                      	
                        31

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Section
      11.01

                      	
                        Satisfaction
      and Discharge of Indenture. 

                      	
                        31

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Section
      11.02

                      	
                        Discharge
      of Obligations. 

                      	
                        31

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Section
      11.03

                      	
                        Deposited
      Moneys to be Held in Trust. 

                      	
                        31

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Section
      11.04

                      	
                        Payment
      of Moneys Held by Paying Agents. 

                      	
                        31

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Section
      11.05

                      	
                        Repayment
      to Company. 

                      	
                        32

                      
	 
      	 
      	 
      	 
      
	
                        ARTICLE
      12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
      DIRECTORS  

                      	
                        32

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Section
      12.01

                      	
                        No
      Recourse. 

                      	
                        32

                      
	 
      	 
      	 
      	 
      
	
                        ARTICLE
      13 MISCELLANEOUS PROVISIONS  

                      	
                        32

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Section
      13.01

                      	
                        Effect
      on Successors and Assigns. 

                      	
                        32

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Section
      13.02

                      	
                        Actions
      by Successor. 

                      	
                        32

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Section
      13.03

                      	
                        Surrender
      of Company Powers. 

                      	
                        33

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Section
      13.04

                      	
                        Notices. 

                      	
                        33

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Section
      13.05

                      	
                        Governing
      Law. 

                      	
                        33

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Section
      13.06

                      	
                        Treatment
      of Securities as Debt. 

                      	
                        33

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Section
      13.07

                      	
                        Certificates
      and Opinions as to Conditions Precedent. 

                      	
                        33

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Section
      13.08

                      	
                        Payments
      on Business Days. 

                      	
                        34

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Section
      13.09

                      	
                        Conflict
      with Trust Indenture Act. 

                      	
                        34

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Section
      13.10

                      	
                        Indenture
      and Securities Solely Corporate Obligations. 

                      	
                        34

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Section
      13.11

                      	
                        Counterparts. 

                      	
                        34

                      


              

            

          

        
 

        
          
             


          

          
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                      Page

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      13.12

                    	
                      Separability. 

                    	
                      34

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Section
      13.13

                    	
                      Compliance
      Certificates. 

                    	
                      34

                    


            

              

          

        

      

    

    
      	
              (1)

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

            


    
 

    
      
         


      

      
        v

        
          

        

      

      
         


      

    

    


      INDENTURE

       

      INDENTURE, dated as of [·],
20[·], among SmartHeat, Inc., a Nevada 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”), up to $100,000,000 (One Hundred Million
Dollars) 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 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 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 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.

       

      “Certificate”
means a certificate signed by any Officer. The Certificate need not comply with
the provisions of Section 13.07.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


       “Company” means SmartHeat Inc., a corporation
duly organized and existing under the laws of the State of Nevada, 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.

       

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

       

      “Depositary”
means, with respect to Securities of any series for which the Company shall
determine that such Securities will be issued as a Global Security, The
Depository Trust Company, New York, New York, another clearing agency, or any
successor registered as a clearing agency under the Securities and Exchange Act
of 1934, as amended (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.

       

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

       

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

       

       “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.

       

      “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, 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

          
            

          

        

        
           


        

      


      “Officers’
Certificate” means a certificate signed by any two Officers. 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 in Article Three provided, 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 the chairman of its
board of directors, the chief executive officer, the president, any vice
president, the secretary, the treasurer, any trust officer, any corporate trust
officer or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his or her knowledge of and familiarity with the particular
subject.

       

      “Securities”
means the debt Securities authenticated and delivered under this
Indenture.

       

      “Securityholder”,
“holder of Securities”, “registered holder”, or other similar term, means the
Person or Persons in whose name or names a particular Security shall be
registered on the books of the Company 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, (i) any corporation at least a majority of
whose outstanding Voting Stock shall at the time be owned, directly or
indirectly, by such Person or by one or more of its Subsidiaries or by such
Person and one or more of its Subsidiaries, (ii) any general partnership, joint
venture or similar entity, at least a majority of whose outstanding partnership
or similar interests shall at the time be owned by such Person, or by one or
more of its Subsidiaries, or by such Person and one or more of its Subsidiaries
and (iii) any limited partnership of which such Person or any of its
Subsidiaries is a general partner.

       

      “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.


      
        
           


        

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

       

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

       

      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 up to
$100,000,000 (One Hundred Million Dollars). The Securities may be issued in one
or more series up to the aggregate principal amount of Securities of that series
from time to time authorized by or pursuant to a Board Resolution or pursuant to
one or more indentures supplemental hereto. Prior to the initial issuance of
Securities of any series, there shall be established in or pursuant to a Board
Resolution, and set forth in an Officers’ Certificate, or established in one or
more indentures supplemental hereto:

       

      (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 date or dates on which the
principal of the Securities of the series is payable, any original issue
discount that may apply to the Securities of that series upon their issuance,
the principal amount due at maturity, and the place(s) of
payment;

       

      (4)           the rate or rates at which the
Securities of the series shall bear interest or the manner of calculation of
such rate or rates, if any;

       

      (5)           the date or dates from which such
interest shall accrue, the Interest Payment Dates on which such interest will be
payable or the manner of determination of such Interest Payment Dates, the
place(s) of payment, and the record date for the determination of holders to
whom interest is payable on any such Interest Payment Dates or the manner of
determination of such record dates;

       

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

       

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

       

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


      
        
           


        

        
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      (9)           the form of the Securities of the
series including the form of the Certificate of Authentication for such
series;

       

      (10)   
     if
other than denominations of one thousand U.S. dollars ($1,000) or any integral
multiple thereof, the denominations in which the Securities of the series shall
be issuable;

       

      (11)     
   any and all
other terms (including terms, to the extent 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) with respect to such
series (which terms shall not be inconsistent with the terms of this Indenture,
as amended by any supplemental indenture) including any terms which may be
required by or advisable under United States laws or regulations or advisable in
connection with the marketing of Securities of that series;

       

      (12)      
  whether the
Securities are issuable as a Global Security and, in such case, the terms and
the identity of the Depositary for such series;

       

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

       

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

       

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

       

      (16)       
 if other than dollars, the
coin or currency in which the Securities of the series are denominated
(including, but not limited to, foreign currency);

       

        
                     (17)       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;
and

       

      (18)         any restrictions on transfer, sale or
assignment of the Securities of the series.

       

      All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to 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 Officers’
Certificate of the Company setting forth the terms of the
series.


      
        
           


        

        
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      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 Officers’ 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)(10). 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)(16), the principal of and the interest on the
Securities of any series, as well as any premium thereon in case of redemption
thereof prior to maturity, 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 in the
Borough of Manhattan, the City and State of New York. 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.

       

      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.
 

      
        
           


        

        
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      (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
Authentication.

       

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

       

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

       

      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.

       

      In
authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 7.01) shall be fully protected in
relying upon, an Opinion of Counsel stating that the form and terms thereof have
been established in conformity with the provisions of this
Indenture.

       

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

      
        
           


        

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

       

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

       

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

       

      All
Securities presented or surrendered for exchange or registration of transfer, as
provided in this Section, shall be accompanied (if so required by the Company or
the Security Registrar) by a written instrument or instruments of transfer, in
form satisfactory to the Company or the Security Registrar, duly executed by the
registered holder or by such 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 Officers’ Certificate,
or established in one or more indentures supplemental to this Indenture, no
service charge shall be made for any exchange or registration of transfer of
Securities, or issue of new Securities in case of partial redemption of any
series, but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge in relation thereto, other than exchanges pursuant
to Section 2.06, Section 3.03(b) and Section 9.04 not involving any
transfer.

       

      (d)     The Company shall not be required (i)
to issue, exchange or register the transfer of any Securities during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of less than all the Outstanding Securities of the same
series and ending at the close of business on the day of such mailing, nor (ii)
to register the transfer of or exchange any Securities of any series or portions
thereof called for redemption, other than the unredeemed portion of any such
Securities being redeemed in part. The provisions of this Section 2.05 are, with
respect to any Global Security, subject to Section 2.11
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 in the Borough of Manhattan, the City and State of
New York, and the Trustee shall authenticate and such office or agency shall
deliver in exchange for such temporary Securities an equal aggregate principal
amount of definitive Securities of such series, unless the Company advises the
Trustee to the effect that definitive Securities need not be executed and
furnished until further notice from the Company. Until so exchanged, the
temporary Securities of such series shall be entitled to the same benefits under
this Indenture as definitive Securities of such series authenticated and
delivered hereunder.
 

      
        
           


        

        
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      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.

       

      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, exchange or
registration of transfer shall, if surrendered to the Company or any paying
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. 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.
 

      
        
           


        

        
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      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 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.

       

       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 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, 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 Officers’ Certificate evidencing such determination
by the Company, will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. Upon the exchange
of the Global Security for such Securities in definitive registered form without
coupons, in authorized denominations, the Global Security shall be canceled by
the Trustee. Such Securities in definitive registered form issued in exchange
for the Global Security pursuant to this Section 2.11(c) shall be registered in
such names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the
Depositary for delivery to the Persons in whose names such Securities are so
registered.


      
        
           


        

        
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      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, 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 Officers’ Certificate
evidencing compliance with any such restriction.

       

      Each such
notice of redemption shall 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 in the Borough of
Manhattan, the City and State of New York, 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 for 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.
 

      
        
           


        

        
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      (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.

       

      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.


      
        
           


        

        
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      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 Officers’ 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 Officers’ 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.

       

      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.

       

       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 in the Borough of Manhattan, the City and State of
New York, with respect to each such series and at such other location or
locations as may be designated as provided in this Section 4.02, 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 Officers’
Certificate and delivered to the Trustee, designate some other office or agency
for such purposes or any of them. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, notices and
demands. The Company initially appoints the Corporate Trust Office of the
Trustee located in the Borough of Manhattan, the City of New York 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;
 

      
        
           


        

        
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(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.

       

      (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.

       

      Section
4.05         Compliance with
Consolidation Provisions.

       

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

       

      ARTICLE
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.


      
        
           


        

        
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       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.

       

      Section
5.03         Reports by the
Company.

       

      The
Company covenants and agrees to provide a copy to the Trustee, after the Company
files the same with the Securities and Exchange Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Securities and Exchange Commission may
from time to time by rules and regulations prescribe) that the Company files
with the Securities and Exchange Commission pursuant to Section 13 or Section
15(d) of the Exchange Act; provided, however, the Company shall not be required
to deliver to the Trustee any materials for which the Company has sought and
received confidential treatment by the SEC. The Company shall also comply with
the requirements of Section 314 of the Trust Indenture Act, but only to the
extent then applicable to the Company.

       

      Section
5.04         Reports by the
Trustee.

       

      (a)           On or before July 1 in each year in
which any of the Securities are Outstanding, the Trustee 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 the
preceding May 1, if and to the extent required under 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 Securities and Exchange Commission. The Company
agrees to notify the Trustee when any Securities become listed on any securities
exchange.


      
        
           


        

        
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      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;

       

      (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 material 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 35% 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.
 

      
        
           


        

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

       

      (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
Business 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.

       

      
        
           


        

        
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      (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.

        

      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 or Property
Collected.

       

      Any
moneys or property 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 or property 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 reasonable 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 as requested by the Company.

       

      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 35% 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 such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby; (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.


      
        
           


        

        
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       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.

       

      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. 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.


      
        
           


        

        
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      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,
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.

       

      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 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 requirement of
this Indenture;

       

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

      
        
           


        

        
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      (iii)           the Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in good faith in
accordance with the direction of the 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;
and

       

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

       

      Section
7.02         Certain Rights of
Trustee.

       

      Except as
otherwise provided in Section 7.01:

       

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

       

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

       

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

       

      (f)           The Trustee shall not be bound to make
any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond, security, or other papers or documents, unless requested
in writing so to do by the 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
reasonable indemnity against such costs, expenses or liabilities as a condition
to so proceeding. The reasonable expense of every such examination shall be paid
by the Company or, if paid by the Trustee, shall be repaid by the Company upon
demand; and


      
        
           


        

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

       

      In
addition, the Trustee shall not be deemed to have knowledge of any Default or
Event of Default except (1) any Event of Default occurring pursuant to Sections
6.01(a)(1), 6.01(a)(2) and 4.01 hereof or (2) any Default or Event of Default of
which 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. 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
conclusively on an Officers’ Certificate).

       

      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.

       

      (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.

       

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


      
        
           


        

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

       

      Section
7.07         Reliance on Officers’
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 Officers’ Certificate delivered to the Trustee and
such certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted to be taken by it under the provisions of this Indenture upon the faith
thereof.

       

      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.

       

      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 Securities and Exchange 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.

       

      
        
           


        

        
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      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.

       

      (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.

       

      
        
           


        

        
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      (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.

       

      (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 the corporate trust business of the Trustee, 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.
 

      
        
           


        

        
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      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
Default or any Event of Default occurs and is continuing and if such Default or
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 Default or Event of
Default within 45 days after it occurs and becomes known to the Trustee, unless
such Default or 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 board of directors, the executive
committee or a trust committee of directors and/or Responsible

       

       Officers of the Trustee in good faith
determine that the withholding of such notice is in the interest of 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 Officers’ Certificate, fix in
advance a record date for such series for the determination of Securityholders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other action, but the Company shall have no obligation to do
so. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other action may be given before or after
the record date, but only the Securityholders of record at the close of business
on the record date shall be deemed to be Securityholders for the purposes of
determining whether Securityholders of the requisite 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.

       

      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 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.
 

      
        
           


        

        
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      (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
Company 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.


      
        
           


        

        
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      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 and to make all
appropriate changes for such purpose;

       

      (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

        

      Exchange
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.

       

      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.

       

      
        
           


        

        
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      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, will be entitled to receive and will be fully protected in relying
upon an Officers’ Certificate and an Opinion of Counsel stating that any
supplemental indenture executed pursuant to this Article is authorized or
permitted by, and conforms to, the terms of this Article and that it is proper
for the Trustee under the provisions of this Article to join in the execution
thereof; provided, however, that such Officers’ Certificate or Opinion of
Counsel need not be provided in connection with the execution of a supplemental
indenture that establishes the terms of a series of Securities pursuant to
Section 2.01 hereof.

       

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

       

      
        
           


        

        
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      ARTICLE
10

       

      SUCCESSOR
ENTITY

       

      Section
10.01       Company May Consolidate,
Etc.

       

      Except as
provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth
in an Officers’ Certificate, or established in one or more indentures
supplemental to this Indenture, nothing contained in this Indenture shall
prevent any consolidation or merger of the Company with or into any other Person
(whether or not affiliated with the Company) or successive consolidations or
mergers in which the Company or its successor or successors shall be a party or
parties, or shall prevent any sale, conveyance, transfer or other disposition of
the property of the Company or its successor or successors as an entirety, or
substantially as an entirety, to any other corporation (whether or not
affiliated with the Company or its successor or successors) authorized to
acquire and operate the same; 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), sale, conveyance, transfer or
other disposition, the due and punctual payment of the principal of (premium, if
any) and interest on all of the Securities of all series in accordance with the
terms of each series, according to their tenor, and the due and punctual
performance and observance of all the covenants and conditions of this Indenture
with respect to each series or established with respect to such series pursuant
to Section 2.01 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).

       

      Section
10.03       Evidence of Consolidation, Etc. to
Trustee.

       

      The
Trustee, subject to the provisions of Section 7.01, may receive an Officers’
Certificate or an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, conveyance, transfer or other disposition, and any
such assumption, comply with the provisions of this Article.


      
        
           


        

        
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      ARTICLE
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.


      
        
           


        

        
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      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.

       

      
        
           


        

        
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      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 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: A-1, 10, Street 7,
Shenyang Economic and Technological Development Zone, Shenyang, China, with a
copy (which shall not constitute notice) to The Newman Law Firm PLLC, 44 Wall
Street, 20th Floor,
New York, New York 10005, Attn: Robert Newman, Esq. 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.

       

      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.

       

      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 Officers’ Certificate
stating that all conditions precedent provided for in this Indenture (other than
the certificate to be delivered pursuant to Section 13.13) relating to the
proposed action have been complied with and an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent have been complied
with, except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

       

      (b)           Each certificate or opinion provided
for in this Indenture and delivered to the Trustee with respect to compliance
with a condition or covenant in this Indenture shall include (i) a statement
that the Person making such certificate or opinion has read such covenant or
condition; (ii) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based; (iii) a statement that, in the opinion of such
Person, 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.

       

      
        
           


        

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

       

      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 Sections 310 to 317, inclusive, of the Trust
Indenture Act, such imposed duties shall control.

       

      Section
13.10       Indenture and Securities Solely
Corporate Obligations.

       

      No
recourse for the payment of the principal of, premium, if any, or interest on
any Securities, or for any claim based thereon or otherwise in respect thereof,
and no recourse under or upon any obligation, covenant or agreement of the
Company in this Indenture or in any supplemental indenture or in any Security,
or because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, shareholder, employee, agent, officer, director or
subsidiary, as such, past, present or future, of the Company or of any successor
entity, either directly or through the Company or any successor entity, 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 all
such liability is hereby expressly waived and released as a condition of, and as
a consideration for, the execution of this Indenture and the issuance of the
Securities.

       

      Section
13.11       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.

       

      Section
13.12       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
13.13       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, a
compliance certificate stating whether or not the signer knows of any Default or
Event of Default that occurred during such fiscal year. Such certificate shall
contain a certification from the principal executive officer, principal
financial officer or principal accounting officer of the Company that a review
has been conducted of the activities of the Company and the Company’s
performance under this Indenture and that the Company has complied with all
conditions and covenants under this Indenture. For purposes of this Section
13.13, such compliance shall be determined without regard to any period of grace
or requirement of notice provided under this Indenture. If the officer of the
Company signing such certificate has knowledge of such a Default or Event of
Default, the certificate shall describe any such Default or Event of Default and
its status.

       

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

       

      
        
           


        

        
          34

          
            

          

        

        
           


        

      

       

      
        	 
      	
                SMARTHEAT,
      INC.

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	 
      
	 
      	
                Name:

              	 
      
	 
      	 
      	 
      
	 
      	
                Title:

              	 
      
	 
      	 
      
	 
      	
                [TRUSTEE], as
      Trustee

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	 
      
	 
      	
                Name:

              	 
      
	 
      	 
      	 
      
	 
      	
                Title:

              	 
      


      

       

      
        
           


        

        
          35

          
            

          

        

        
           


        

      

       

      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

                  


          

        

      

      


      
        
          
            
              
                	
                        Section
      of Trust Indenture Act of 1939, as Amended

                      	 
      	
                        Section
      of Indenture

                      
	
                        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.

              


      

       

      
        
           


        

        
          36