FORM
OF

       

      SUBORDINATED INDENTURE

       

      by
and between

       

      ZST
DIGITAL NETWORKS, INC. as Issuer,

       

      and

       

      _____________________,

       

      as
Trustee

       

      Dated
as of ______________

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      TABLE
OF CONTENTS

       

      
        
          
            	 
      	
                    Page

                  
	
                    ARTICLE
      I DEFINITIONS AND INCORPORATION BY REFERENCE

                  	 
      
	
                    SECTION
      1.01 Definitions

                  	
                    1

                  
	
                    SECTION
      1.02 Incorporation by Reference of Trust Indenture Act

                  	
                    5

                  
	
                    SECTION
      1.03 Rules of Construction

                  	
                    5

                  
	
                    ARTICLE
      II THE SECURITIES

                  	 
      
	
                    SECTION
      2.01 Unlimited in Amount, Issuable in Series

                  	
                    6

                  
	
                    SECTION
      2.02 Form and Dating

                  	
                    8

                  
	
                    SECTION
      2.03 Execution and Authentication

                  	
                    8

                  
	
                    SECTION
      2.04 Registrar and Paying Agent

                  	
                    9

                  
	
                    SECTION
      2.05 Paying Agent to Hold Assets in Trust

                  	
                    9

                  
	
                    SECTION
      2.06 Holder Lists

                  	
                    10

                  
	
                    SECTION
      2.07 General Provisions Relating to Transfer and Exchange

                  	
                    10

                  
	
                    SECTION
      2.08 Book-Entry Provisions for Global Securities

                  	
                    11

                  
	
                    SECTION
      2.09 Replacement Securities

                  	
                    12

                  
	
                    SECTION
      2.10 Outstanding Securities

                  	
                    12

                  
	
                    SECTION
      2.11 Treasury Securities

                  	
                    13

                  
	
                    SECTION
      2.12 Temporary Securities

                  	
                    13

                  
	
                    SECTION
      2.13 Cancellation

                  	
                    13

                  
	
                    SECTION
      2.14 CUSIP Numbers

                  	
                    13

                  
	
                    SECTION
      2.15 Defaulted Interest

                  	
                    13

                  
	
                    SECTION
      2.16 Special Record Dates

                  	
                    14

                  
	
                    ARTICLE
      III REDEMPTION

                  	 
      
	
                    SECTION
      3.01 Notices to Trustee

                  	
                    14

                  
	
                    SECTION
      3.02 Selection of Securities to Be Redeemed

                  	
                    14

                  
	
                    SECTION
      3.03 Notice of Redemption

                  	
                    14

                  
	
                    SECTION
      3.04 Effect of Notice of Redemption

                  	
                    15

                  
	
                    SECTION
      3.05 Deposit of Redemption Price

                  	
                    15

                  
	
                    SECTION
      3.06 Securities Redeemed in Part

                  	
                    15

                  
	
                    SECTION
      3.07 Holder's Right to Require Redemption

                  	
                    16

                  
	
                    SECTION
      3.08 Procedure for Requiring Redemption

                  	
                    16

                  
	
                    ARTICLE
      IV COVENANTS

                  	 
      
	
                    SECTION
      4.01 Payment of Securities

                  	
                    16

                  
	
                    SECTION
      4.02 Maintenance of Office or Agency

                  	
                    16

                  
	
                    SECTION
      4.03 Reports

                  	
                    17

                  
	
                    SECTION
      4.04 Compliance Certificate

                  	
                    17

                  
	
                    SECTION
      4.05 Taxes

                  	
                    17

                  
	
                    SECTION
      4.06 Corporate Existence

                  	
                    18

                  
	
                    ARTICLE
      V MERGER, ETC.

                  	 
      
	
                    SECTION
      5.01 When Company May Merge, etc.

                  	
                    18

                  
	
                    SECTION
      5.02 Successor Corporation Substituted

                  	
                    18

                  
	
                    ARTICLE
      VI DEFAULTS AND REMEDIES

                  	 
      
	
                    SECTION
      6.01 Events of Default

                  	
                    19

                  
	
                    SECTION
      6.02 Acceleration

                  	
                    20

                  
	
                    SECTION 6.03 Other Remedies

                  	
                    20

                  
	
                    SECTION
      6.04 Waiver of Past Defaults

                  	
                    20

                  
	
                    SECTION
      6.05 Control by Majority

                  	
                    21

                  
	
                    SECTION
      6.06 Limitation on Suits

                  	
                    21

                  
	
                    SECTION
      6.07 Rights of Holders To Receive Payment and to Demand
      Conversion

                  	
                    21

                  


          

        

      


      
        
           


        

        
          i

          
            

          

        

        
           


        

      

      


      
        
          
            	 
      	
                    Page

                  
	
                    SECTION
      6.08 Collection Suit by Trustee

                  	
                    22

                  
	
                    SECTION
      6.09 Trustee May File Proofs of Claim

                  	
                    22

                  
	
                    SECTION
      6.10 Priorities

                  	
                    22

                  
	
                    SECTION
      6.11 Undertaking for Costs

                  	
                    22

                  
	
                    SECTION
      6.12 Stay, Extension and Usury Laws

                  	
                    23

                  
	
                    SECTION
      6.13 Restoration of Positions

                  	
                    23

                  
	
                    SECTION
      6.14 Liability of Stockholders, Officers, Directors and
      Incorporators

                  	
                    23

                  
	
                    ARTICLE
      VII TRUSTEE

                  	 
      
	
                    SECTION
      7.01 Duties of Trustee

                  	
                    23

                  
	
                    SECTION
      7.02 Rights of Trustee

                  	
                    24

                  
	
                    SECTION
      7.03 Individual Rights of Trustee

                  	
                    25

                  
	
                    SECTION
      7.04 Money Held in Trust

                  	
                    26

                  
	
                    SECTION
      7.05 Trustee’s Disclaimer

                  	
                    26

                  
	
                    SECTION
      7.06 Notice of Defaults

                  	
                    26

                  
	
                    SECTION
      7.07 Reports by Trustee to Holders

                  	
                    26

                  
	
                    SECTION
      7.08 Compensation and Indemnity

                  	
                    26

                  
	
                    SECTION
      7.09 Replacement of Trustee

                  	
                    27

                  
	
                    SECTION
      7.10 Successor Trustee by Merger, Etc.

                  	
                    28

                  
	
                    SECTION
      7.11 Eligibility; Disqualification

                  	
                    28

                  
	
                    SECTION
      7.12 Preferential Collection of Claims Against the Company

                  	
                    28

                  
	
                    ARTICLE
      VIII DISCHARGE OF INDENTURE

                  	 
      
	
                    SECTION
      8.01 Satisfaction and Discharge of Indenture

                  	
                    28

                  
	
                    SECTION
      8.02 Application of Trust Funds; Indemnification

                  	
                    29

                  
	
                    SECTION
      8.03 Legal Defeasance

                  	
                    30

                  
	
                    SECTION
      8.04 Covenant Defeasance

                  	
                    31

                  
	
                    SECTION
      8.05 Repayment to Company

                  	
                    32

                  
	
                    SECTION
      8.06 Reinstatement

                  	
                    32

                  
	
                    ARTICLE
      IX AMENDMENTS, SUPPLEMENTS AND WAIVERS

                  	 
      
	
                    SECTION
      9.01 Without Consent of Holders

                  	
                    32

                  
	
                    SECTION
      9.02 With Consent of Holders

                  	
                    33

                  
	
                    SECTION
      9.03 Compliance with Trust Indenture Act

                  	
                    34

                  
	
                    SECTION
      9.04 Revocation and Effect of Consents

                  	
                    34

                  
	
                    SECTION
      9.05 Notation on or Exchange of Securities

                  	
                    34

                  
	
                    SECTION
      9.06 Trustee to Sign Amendment, etc.

                  	
                    35

                  
	
                    ARTICLE
      X CONVERSION OR EXCHANGE OF SECURITIES

                  	 
      
	
                    SECTION
      10.01 Provisions Relating to Conversion or Exchange of
      Securities

                  	
                    35

                  
	
                    ARTICLE
      XI SINKING OR PURCHASE FUNDS

                  	 
      
	
                    SECTION
      11.01 Provisions Relating to Sinking or Purchase Funds

                  	
                    35

                  
	
                    ARTICLE
      XII SUBORDINATION

                  	 
      
	
                    SECTION
      12.01 Securities Subordinated to Senior Indebtedness

                  	
                    35

                  
	
                    SECTION
      12.02 Priority and Payment Over of Proceeds in Certain
    Events

                  	
                    36

                  
	
                    SECTION
      12.03 Payments May Be Paid Prior to Dissolution

                  	
                    36

                  
	
                    SECTION
      12.04 Rights of Holders of Senior Indebtedness Not to Be
      Impaired

                  	
                    36

                  
	
                    SECTION
      12.05 Authorization to Trustee to Take Action to Effectuate
      Subordination

                  	
                    37

                  
	
                    SECTION
      12.06 Distribution or Notice to Representative

                  	
                    37

                  
	
                    SECTION
      12.07 Subrogation

                  	
                    37

                  
	
                    SECTION
      12.08 Obligations of Company Unconditional

                  	
                    38

                  
	
                    SECTION
      12.09 Trustee Entitled to Assume Payments Not Prohibited in Absence of
      Notice

                  	
                    38

                  
	
                    SECTION
      12.10 Right of Trustee to Hold Senior Indebtedness

                  	
                    38

                  
	
                    ARTICLE
      XIII MISCELLANEOUS

                  	 
      
	
                    SECTION
      13.01 Trust Indenture Act Controls

                  	
                    39

                  


          

        

      


      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                	 
      	
                        Page

                      
	
                        SECTION
      13.02 Notices

                      	
                        39

                      
	
                        SECTION 13.03 Communication by Holders with Other
      Holders

                      	
                        40

                      
	
                        SECTION
      13.04 Certificate and Opinion as to Conditions Precedent

                      	
                        40

                      
	
                        SECTION
      13.05 Statements Required in Certificate or Opinion

                      	
                        40

                      
	
                        SECTION
      13.06 Rules by Trustee and Agents

                      	
                        40

                      
	
                        SECTION
      13.07 Legal Holidays

                      	
                        41

                      
	
                        SECTION
      13.08 Duplicate Originals

                      	
                        41

                      
	
                        SECTION
      13.09 Governing Law

                      	
                        41

                      
	
                        SECTION
      13.10 No Adverse Interpretation of Other Agreements

                      	
                        41

                      
	
                        SECTION
      13.11 Successors

                      	
                        41

                      
	
                        SECTION
      13.12 Severability

                      	
                        41

                      
	
                        SECTION
      13.13 Counterpart Originals

                      	
                        41

                      
	
                        SECTION
      13.14 Submission to Jurisdiction

                      	
                        41

                      
	
                        SECTION
      13.15 Waiver of Jury Trial

                      	
                        41

                      
	
                        SECTION
      13.16 Force Majeure

                      	
                        42

                      
	
                        SECTION
      13.16 Supplemental Indentures Contract

                      	
                        42

                      
	
                        SECTION
      13.18 Table of Contents, Headings, etc

                      	
                        42

                      
	
                        SECTION
      13.19 When Treasury Securities Disregarded

                      	
                        42

                      


              

            

          

        

      


      
        
           


        

        
          iii

          
            

          

        

        
           


        

      

       

      CROSS-REFERENCE
TABLE*

       

      
        
          
            
              
                
                  	
                          Trust Indenture Act Section

                        	 	
                          Indenture Section

                        
	
                          310

                        	
                          (a)(1)

                        	 	
                          7.11

                        
	 
      	
                          (a)(2)

                        	 	
                          7.11

                        
	 
      	
                          (a)(3)

                        	 	
                          n/a

                        
	 
      	
                          (a)(4)

                        	 	
                          n/a

                        
	 
      	
                          (a)(5)

                        	 	
                          7.11

                        
	 
      	
                          (b)

                        	 	
                          7.03;
      7.11

                        
	 
      	
                          (c)

                        	 	
                          n/a

                        
	
                          311

                        	
                          (a)

                        	 	
                          7.12

                        
	 
      	
                          (b)

                        	 	
                          7.12

                        
	 
      	
                          (c)

                        	 	
                          n/a

                        
	
                          312

                        	
                          (a)

                        	 	
                          2.06

                        
	 
      	
                          (b)

                        	 	
                          13.03

                        
	 
      	
                          (c)

                        	 	
                          13.03

                        
	
                          313

                        	
                          (a)

                        	 	
                          7.07

                        
	 
      	
                          (b)(1)

                        	 	
                          n/a

                        
	 
      	
                          (b)(2)

                        	 	
                          7.07;
      7.08

                        
	 
      	
                          (c)

                        	 	
                          7.07;
      13.02

                        
	 
      	
                          (d)

                        	 	
                          7.07

                        
	
                          314

                        	
                          (a)(1),
      (2), (3)

                        	 	
                          4.03;13.05

                        
	 
      	
                          (a)(4)

                        	 	
                          4.04

                        
	 
      	
                          (b)

                        	 	
                          n/a

                        
	 
      	
                          (c)(1)

                        	 	
                          13.04

                        
	 
      	
                          (c)(2)

                        	 	
                          13.04

                        
	 
      	
                          (c)(3)

                        	 	
                          n/a

                        
	 
      	
                          (d)

                        	 	
                          n/a

                        
	 
      	
                          (e)

                        	 	
                          13.05

                        
	 
      	
                          (f)

                        	 	
                          n/a

                        
	
                          315

                        	
                          (a)

                        	 	
                          7.01(b)

                        
	 
      	
                          (b)

                        	 	
                          7.06;
      13.02

                        
	 
      	
                          (c)

                        	 	
                          7.01(a)

                        
	 
      	
                          (d)

                        	 	
                          7.01(c)

                        
	 
      	
                          (e)

                        	 	
                          6.11

                        
	
                          316

                        	
                          (a)(last
      sentence)

                        	 	
                          2.11

                        
	 
      	
                          (a)(1)(A)

                        	 	
                          6.05

                        
	 
      	
                          (a)(1)(B)

                        	 	
                          6.04

                        
	 
      	
                          (a)(2)

                        	 	
                          n/a

                        
	 
      	
                          (b)

                        	 	
                          6.07

                        
	 
      	
                          (c)

                        	 	
                          9.04

                        
	
                          317

                        	
                          (a)(1)

                        	 	
                          6.08

                        
	 
      	
                          (a)(2)

                        	 	
                          6.09

                        
	 
      	
                          (b)

                        	 	
                          2.04

                        
	
                          318

                        	
                          (a)

                        	 	
                          13.01

                        
	 
      	
                          (b)

                        	 	
                          n/a

                        
	 
      	
                          (c)

                        	 	
                          13.01

                        


                

              

            

          

        

      

       

      “n/a”
means not applicable.


      
        
           


        

        
          iv

          
            

          

        

        
           


        

      


      SUBORDINATED
INDENTURE (this “Indenture”), dated as of ________, by and between ZST DIGITAL
NETWORKS, INC., a Delaware corporation (the “Company”), as issuer, and
______________, a ____________, as trustee (the “Trustee”).

       

      RECITALS

       

      The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its debentures, notes or other
evidences of indebtedness to be issued in one or more series (the “Securities”),
up to such principal amount as may from time to time be authorized in or
pursuant to one or more resolutions of the Board of Directors or by supplemental
indenture.

       

      NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

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

       

      ARTICLE
I

       

      DEFINITIONS
AND INCORPORATION BY REFERENCE

       

      SECTION 1.01 Definitions.

       

      “Affiliate”
means, when used with reference to the Company or another Person, any Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, the Company or such other Person, as the case may be. For
the purposes of this definition, “control” when used with respect to any
specified Person means the power to direct or cause the direction of management
or policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative of the
foregoing.

       

      “Agent”
means any Registrar, Paying Agent, authenticating agent or
co-Registrar.

       

      “Balance
Sheet” of a Person means a consolidated balance sheet (excluding the footnotes
thereto) of such Person prepared in accordance with GAAP.

       

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

       

      “Board of
Directors” means, with respect to any Person, the Board of Directors of such
Person or any duly authorized committee of such Board of Directors.

       

      “Board
Resolution” means a copy of a resolution certified by the secretary or an
assistant secretary of such Person to have been duly adopted by the Board of
Directors of such Person or any duly authorized committee thereof and to be in
full force and effect on the date of such certification, and delivered to the
Trustee.

       

      “Business
Day” means a day that is not a Legal Holiday.

       

      “Company”
means the party named as the Company in the first paragraph of this Indenture
until one or more successor corporations shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter means such
successors.

       

      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      “Consolidated”
or “consolidated” means, when used with reference to any amount, such amount
determined on a consolidated basis in accordance with GAAP, after the
elimination of intercompany items.

       

      “Corporate
Trust Office” means the office of the Trustee at which at any particular time
its corporate services business shall be principally administered, which office
at the date of execution of this Indenture is located at
______________.

       

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

       

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

       

      “Depositary”
means The Depository Trust Company, its nominees and their respective
successors.

       

      “DTC
Participants” has the meaning specified in Section 2.08.

       

      “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, or any
successor statute.

       

      “Event of
Default” has the meaning specified in Section 6.01.

       

      “Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any successor
statute.

       

      “GAAP”
means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
have been approved by a significant segment of the accounting profession, which
are applicable from time to time.

       

      “Global
Securities” means a Security issued to evidence all or a part of any series of
Securities that is executed by the Company and authenticated and delivered by
the Trustee to a depositary or pursuant to such depositary’s instructions, all
in accordance with this Indenture and pursuant to Section 2.01, which shall
be registered as to principal and interest in the name of such depositary or its
nominee.

       

      “Holder”
means the Person in whose name a Security is registered on the Registrar’s
books.

       

      “Indebtedness”
of a Person means any indebtedness, including principal and
premium,

       

      (i)           in
respect of borrowed money;

       

      (ii)          evidenced
by bonds, notes, debentures or similar instruments or letters of credit or
bankers’ acceptances (or, without double counting, reimbursement agreements in
respect thereof);

       

      (iii)         representing
the deferred purchase price of property or services other than trade or accounts
payable arising in the ordinary course of such Person’s business;

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      (iv)         representing
obligations, whether or not assumed, secured by Liens on property now or
hereafter owned or acquired by such Person (other than carriers’,
warehousemen’s, mechanics’, repairmen’s or other like nonconsensual statutory
Liens arising in the ordinary course of business), provided, however, that the
amount of any such Indebtedness for which recourse is limited to certain
property shall be the lower of (a) the amount of the obligation and
(b) the fair market value of the property securing such
obligation;

       

      (v)         capitalized
lease obligations; and

       

      (vi)         if
and to the extent it would appear as a liability upon Balance Sheet of such
Person, contingent obligations with respect to the Indebtedness of another
Person, including but not limited to the obligation or liability of another
which such Person assumes, guarantees, endorses, contingently agrees to purchase
or provide funds for the payment of, or otherwise becomes contingently liable
upon; provided, however, that any
Indebtedness owing by the Company to any of its Subsidiaries or by any
Subsidiary of the Company to the Company or by any Subsidiary of the Company to
any other Subsidiary of the Company or any contingent obligation in respect
thereof shall not constitute Indebtedness.

       

      For
purposes of this Indenture, Indebtedness shall not include

       

      (i)           indebtedness
that would not appear as a liability upon a Balance Sheet of such
Person;

       

      (ii)          indebtedness
that is recourse only to certain assets of such Person, if the assets to which
such indebtedness is recourse only appear on a Balance Sheet of such Person net
of such indebtedness; or

       

      (iii)         indebtedness
or other obligations issued by any Person (or by a trust or other entity
established by such Person or any of its affiliates) which are primarily
serviced by the cash flows of a discrete pool of receivables, leases or other
financial assets which have been sold or transferred by the Company or any
Subsidiary in securitization transactions which, in accordance with GAAP, are
accounted for as sales for financial reporting purposes.

       

      “Indenture”
means this Indenture, as amended, supplemented or modified from time to
time.

       

      “Issue
Date” means the date of original issuance of the initial Securities pursuant to
this Indenture.

       

      “Legal
Holiday” has the meaning specified in Section 13.07.

       

      “Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), or preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention
agreement or any financing lease having substantially the same economic effect
as any of the foregoing).

       

      “Obligations”
means all obligations for principal, premium, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      “Officer”
of any Person means the Chairman of the Board, Vice Chairman, the Chief
Executive Officer, the President, any Senior Vice President, any Executive Vice
President, any Vice President, the Treasurer, the Secretary or the Controller of
such Person.

       

      “Officers’
Certificate” means a certificate signed by two Officers or by an Officer and an
Assistant Treasurer, Assistant Secretary or Assistant Controller of any
Person.

       

      “Opinion
of Counsel” means a written opinion from legal counsel. The counsel may be an
employee of or counsel to the Company.

       

      “Paying
Agent” has the meaning specified in Section 2.04.

       

      “Person”
means an individual, partnership, corporation, business trust, joint stock
company, trust, unincorporated association, joint venture, governmental
authority or other entity of whatever nature.

       

      “Physical
Securities” means permanent certificated Securities in registered form, issued
in accordance with Section 2.08 and the terms of any indenture supplemental
hereto.

       

      “Redemption
Date” means, with respect to any Securities to be redeemed, the date fixed for
such redemption pursuant to this Indenture.

       

      “Redemption
Price” means the redemption price fixed in accordance with the terms of the
Securities, plus accrued and unpaid interest, if any, to the date fixed for
redemption.

       

      “Register”
has the meaning specified in Section 2.04.

       

      “Registrar”
has the meaning specified in Section 2.04.

       

      “Responsible
Officer” shall mean, when used with respect to the Trustee, any officer within
the corporate trust department of the Trustee, including any vice president,
assistant vice president, assistant secretary, assistant treasurer, trust
officer or any other officer of the Trustee who customarily performs 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 such person’s knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

       

      “SEC”
means the Securities and Exchange Commission and any government agency
succeeding to its functions.

       

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

       

      “Securities
Act” means the Securities Act of 1933, as amended, or any successor
statute.

       

      “Senior
Indebtedness” means all Indebtedness (present or future) created, incurred,
assumed or guaranteed by the Company (and all renewals, extensions or refundings
thereof), unless the instrument under which such Indebtedness is created,
incurred, assumed or guaranteed provides that such Indebtedness is not senior or
superior in right of payment to the Securities. Notwithstanding anything to the
contrary in the foregoing, Senior Indebtedness shall not include (i) any
Indebtedness of the Company to any of its Subsidiaries, (ii) any trade payables
of the Company or (iii) any liability for federal, state, local or other taxes
owed or owing by the Company.

       

      “Significant
Subsidiary” means any Subsidiary that would constitute a “significant
subsidiary” within the meaning of Article 1 of Regulation S-X of the
Securities Act as in effect on the date of this Indenture.

       

      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      “Subsidiary”
of any Person means:

       

      (i)           a
corporation a majority of whose capital stock with voting power, under ordinary
circumstances, to elect directors is at the time, directly or indirectly, owned
by such Person or by such Person and a subsidiary or subsidiaries of such Person
or by a subsidiary or subsidiaries of such Person; or

       

      (ii)          any
other Person (other than a corporation) in which such Person or such Person and
a subsidiary or subsidiaries of such Person or a subsidiary or subsidiaries of
such Persons, at the time, directly or indirectly, owns at least a majority
voting interest under ordinary circumstances.

       

      “TIA”
means the Trust Indenture Act of 1939, as in effect on the date of this
Indenture; provided, however, that in the event the TIA is amended after such
date, “TIA” means, to the extent required by such amendment, the Trust Indenture
Act of 1939, as so amended, or any successor statute.

       

      “Trustee”
means the party named as such in this Indenture until a successor replaces it
and thereafter, means the successor.

       

      “U.S.
Government Obligations” means (i) direct obligations of the United States
of America for the payment of which the full faith and credit of the United
States of America is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America and which in either case, are
non-callable at the option of the issuer thereof.

       

      SECTION 1.02 Incorporation by Reference of Trust
Indenture Act.

       

      Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. In addition, the provisions
of Sections 310 to and including 317 of the TIA that impose duties on any person
are incorporated by reference in, and form a part of, this
Indenture.

       

      The
following TIA terms used in this Indenture have the following
meanings:

       

      “indenture
securities” means the Securities;

       

      “indenture
security holder” means a Holder;

       

      “indenture
to be qualified” means this Indenture;

       

      “indenture
trustee” or “institutional trustee” means the Trustee; and

       

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

       

      All other
TIA terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule have the meanings assigned
to them by such definitions.

       

      SECTION 1.03 Rules of
Construction.

       

      Unless
the context otherwise requires:

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      


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

       

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

       

      (c)           “or”
is not exclusive;

       

      (d)           “including”
means including without limitation;

       

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

       

      (f)        
   provisions apply to successive events and
transactions.

       

      ARTICLE
II

       

      THE
SECURITIES

       

      SECTION 2.01 Unlimited in Amount, Issuable in
Series, Denomination

       

      The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one
or more series in denominations of $1,000 and any integral multiple thereof.
Prior to the issuance of Securities of a series, the Company and the Trustee
will execute an indenture supplemental hereto which will set forth as to the
Securities of that series, to the extent applicable:

       

      (a)           The
title and ranking of such Securities;

       

      (b)           The
aggregate principal amount of such Securities and any limit on such aggregate
principal amount that may be issued;

       

      (c)           The
denomination of such Securities, if other than $1,000 and any integral multiple
thereof;

       

      (d)           The
price (expressed as a percentage of the principal amount thereof) at which such
Securities will be issued and, if other than the principal amount thereof, the
portion of the principal amount thereof payable upon declaration of acceleration
of the maturity thereof;

       

      (e)           The
date or dates, or the method for determining such date or dates, on which the
Securities will mature and the amounts to be paid upon maturity of the
Securities;

       

      (f)     
      The rate or rates (which may be fixed or
variable), or the method by which such rate or rates shall be determined, at
which such Securities will bear interest, if any, the date or dates, or the
method for determining such date or dates, from which any such interest will
accrue, the dates on which any such interest will be payable, the record dates
for such interest payment dates, or the method by which such dates shall be
determined, the persons to whom such interest shall be payable, and the basis
upon which interest shall be calculated, if other than that of a 360-day year of
twelve 30-day months;

       

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

       

      (h)           The
place or places where the principal of, and premium and interest, if any, on
such Securities will be payable, where such Securities may be surrendered for
registration of transfer or exchange and where notices or demands to or upon the
Company in respect of such Securities and this Indenture may be
served;

       

      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      (i)           The
date or dates, if any, after which, and the price or prices at which, and the
other terms and conditions upon which such Securities may, pursuant to any
optional or mandatory redemption provisions, be redeemed, as a whole or in part,
by the Company;

       

      (j)           The
obligation, if any, of the Company to redeem, repay or purchase such Securities
pursuant to any sinking fund or analogous provision or at the option of a Holder
thereof, and the period or periods within which, the price or prices at which
and the other terms and conditions upon which such Securities will be redeemed,
repaid or purchased, as a whole or in part, pursuant to such
obligation;

       

      (k)           The
terms, if any, on which the Securities of such series are convertible into, or
exchangeable for, shares of common stock, preferred stock or other securities of
the Company, including any mandatory conversion or exchange provisions and any
provisions intended to prevent dilution of those conversion or exchange
rights;

       

      (l)           Whether
such Securities will be secured or unsecured and the terms relating
thereto;

       

      (m)          The
restrictions, if any, on the transfer, sale or other assignment of the
Securities;

       

      (n)           If
other than U.S. dollars, the currency or currencies in which such Securities are
denominated and payable, which may be a foreign currency or units of two or more
foreign currencies or a composite currency or currencies, and the terms and
conditions relating thereto;

       

      (o)           Whether
the principal of, or premium and interest, if any, on the Securities of the
series is to be payable, at the election of the Company or a Holder thereof, in
a currency or currencies, currency unit or units or composite currency or
currencies other than that in which such Securities are denominated or stated to
be payable, the period or periods within which, and the terms and conditions
upon which, such election may be made, and the time and manner of, and identity
of the exchange rate agent with responsibility for, determining the exchange
rate between the currency or currencies, currency unit or
units or composite currency or currencies in which such Securities are
denominated or stated to be payable and the currency or currencies, currency
unit or units or composite currency or currencies in which such Securities are
to be so payable;

       

      (p)           Whether
the amount of payments of principal of, or premium and interest, if any, on such
Securities may be determined with reference to an index, formula or other method
(which index, formula or method may, but need not be, based on the yield on or
trading price of other securities, including United States Treasury securities,
or on a currency, currencies, currency unit or units, or composite currency or
currencies) and the manner in which such amounts shall be
determined;

       

      (q)           Any
deletions from, modifications of or additions to the Events of Default or
covenants of the Company with respect to Securities of the series, whether or
not such Events of Default or covenants are consistent with the Events of
Default or covenants described herein;

       

      (r)           Whether
and under what circumstances the Company will pay any additional amounts on such
Securities in respect of any tax, assessment or governmental charge and, if so,
whether the Company will have the option to redeem such Securities in lieu of
making such payment;

       

      (s)           Whether
Securities of the series are to be issuable as registered securities, bearer
securities (with or without coupons) or both, any restrictions applicable to the
offer, sale or delivery of bearer securities and the terms upon which bearer
securities of the series may be exchanged for registered securities of the
series and vice versa (if permitted by applicable laws and regulations), whether
any Securities of the series are to be issuable initially in temporary global
form and whether any Securities of the series are to be issuable in permanent
global form with or without coupons and, if so, whether beneficial owners of
interests in any such permanent Global Security may exchange such interests for
Securities of such series and of like tenor or any authorized form and
denomination and the circumstances under which any such exchanges may occur, if
other than in the manner provided in the indenture, and, if registered
securities of the series are to be issuable as a Global Security, the identity
of the depositary for such series;

       

      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      (t)           The
date as of which any bearer securities of the series and any temporary Global
Security representing outstanding Securities of the series shall be dated if
other than the date of original issuance of the first Security of the series to
be issued;

       

      (u)           The
person to whom any interest on any registered security of the series shall be
payable, if other than the person in whose name that Security (or one or more
predecessor securities) is registered at the close of business on the regular
record date for such interest, the manner in which, or the person to whom, any
interest on any bearer security of the series shall be payable, if otherwise
than upon presentation and surrender of the coupons appertaining thereto as they
severally mature, and the extent to which, or the manner in which, any interest
payable on a temporary Global Security on an interest payment date will be paid
if other than in the manner provided in the indenture;

       

      (v)           The
applicability, if any, of the legal defeasance and covenant defeasance
provisions of this Indenture to the Securities of the series;

       

      (w)          Whether
such Securities will be issued in certificated or book entry form, and if the
Securities of such series are to be issuable in definitive form (whether upon
original issue or upon exchange of a temporary security of such series) only
upon receipt of certain certificates or other documents or
satisfaction of other conditions, then the form and/or terms of such
certificates, documents or conditions;

       

      (x)           Whether
the Securities will be listed for trading on an exchange and the identity of
such exchange, and whether any underwriters will act as market makers for the
Securities; and

       

      (y)           Any
other terms, preferences, rights or limitations of, or restrictions on, the
Securities of such series, including any restrictions on the transfer, sale or
other assignment of the Securities.

       

      SECTION 2.02 Form and Dating.

       

      The
Securities of each series will be substantially in the form established by an
indenture supplemental hereto relating to the Securities of that series. The
Securities may have notations, legends or endorsements required by law, stock
exchange rules or usage. The Company will approve the form of the Securities and
any notation, legend or endorsement thereon. Each Security will be dated as of
the date of its authentication pursuant to Section 2.03.

       

      SECTION 2.03 Execution and
Authentication.

       

      Two
Officers shall sign the Securities for the Company by manual or facsimile
signature. If an Officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall be valid
nevertheless.

       

      A
Security shall not be valid until authenticated by the manual signature of the
Trustee. The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.

       

      The
Trustee shall, upon a written order of the Company signed by one Officer of the
Company, authenticate for original issue Securities in aggregate principal
amount specified in such order.

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      The
Trustee may appoint an authenticating agent reasonably acceptable to the Company
to authenticate Securities. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company or an Affiliate of the Company.

       

      SECTION 2.04 Registrar and Paying
Agent.

       

      The
Company shall maintain an office or agency where Securities may be presented for
registration of transfer or for exchange (the “Registrar”)
and an office or agency where Securities may be presented for payment (the
“Paying
Agent”). The Registrar shall keep a register of the Securities (the
“Register”)
and of their transfer and exchange. The Company may appoint one or more
co-Registrars and one or more additional Paying Agents for the Securities. The
term “Paying Agent” includes any additional paying agent and the term
“Registrar” includes any additional registrar. The Company may change any Paying
Agent or Registrar without prior notice to any Holder.

       

      The
Company shall enter into an appropriate agency agreement with any Agent not a
party to this Indenture, which shall incorporate the terms of the TIA and
implement the terms of this Indenture that relate to such Agent. The Company
shall give prompt written notice to the Trustee of the name and address of any
Agent who is not a party to this Indenture. If the Company fails to appoint or
maintain another entity as Registrar or Paying Agent, the Trustee shall act as
such. The Company or any Affiliate of the Company may act as Paying Agent or
Registrar; provided,
however, that none of the Company, its Subsidiaries or the Affiliates of
the foregoing shall act (i) as Paying Agent in connection with redemptions,
offers to purchase, discharges and defeasance, as otherwise specified in this
Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of
Default has occurred and is continuing.

       

      The
Company initially appoints The Depository Trust Company to act as Depositary
with respect to the Global Securities.

       

      The
Company hereby initially appoints the Trustee as Registrar and Paying Agent for
the Securities.

       

      SECTION 2.05 Paying Agent to Hold Assets in
Trust.

       

      Not later
than 11:00 a.m. (New York City time) on each due date of the principal and
interest on any Securities, the Company shall deposit with one or more Paying
Agents money in immediately available funds sufficient to pay such principal and
interest so becoming due. The Company shall require each Paying Agent other than
the Trustee to agree in writing that the Paying Agent shall hold in trust for
the benefit of Holders or the Trustee all assets held by the Paying Agent for
the payment of principal of and interest on the Securities (whether such money
has been paid to it by the Company or any other obligor on the Securities) and
shall notify the Trustee of any failure by the Company (or any other obligor on
the Securities) in making any such payment. While any such failure continues,
the Trustee may require a Paying Agent to pay all money held by it to the
Trustee and to account for any funds disbursed. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary
of the Company) shall have no further liability for the money so paid over to
the Trustee.

       

      If the
Company or any Subsidiary of the Company or any Affiliate of any of them acts as
Paying Agent, it shall, prior to or on each due date of any principal of or
interest on the Securities, segregate and hold in a separate trust fund for the
benefit of the Holders a sum of money sufficient with monies held by all other
Paying Agents, to pay such principal or interest so becoming due until such sum
of money shall be paid to such Holders or otherwise disposed of as provided in
this Indenture, and will promptly notify the Trustee of its actions or failure
to act.

       

      
        
           


        

        
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      SECTION 2.06 Holder Lists.

       

      The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Holders and shall
otherwise comply with Section 312(a) of the TIA. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee prior to or on each interest
payment date for the Securities and at such other times as the Trustee may request in writing, a list in such form and as of such date
as the Trustee may reasonably require of the names and addresses of Holders
relating to such interest payment date or request, as the case may
be.

       

      SECTION 2.07 General Provisions Relating to
Transfer and Exchange.

       

      The
Securities are issuable only in registered form. A Holder may transfer a
Security only by written application to the Registrar or another transfer agent
stating the name of the proposed transferee and otherwise complying with the
terms of this Indenture. No such transfer shall be effected until, and such
transferee shall succeed to the rights of a Holder only upon, final acceptance
and registration of the transfer by the Registrar in the Register. Prior to the
registration of any transfer by a Holder as provided herein, the Company, the
Trustee, and any agent of the Company shall treat the person in whose name the
Security is registered as the owner thereof for all purposes whether or not the
Security shall be overdue, and neither the Company, the Trustee, nor any such
agent shall be affected by notice to the contrary. Furthermore, any Holder of a
Global Security shall, by acceptance of such Global Security, agree that
transfers of beneficial interests in such Global Security may be effected only
through a book-entry system maintained by the Holder of such Global Security (or
its agent) and that ownership of a beneficial interest in the Security shall be
required to be reflected in a book-entry.

       

      When
Securities are presented to the Registrar or another transfer agent with a
request to register the transfer or to exchange them for an equal principal
amount of Securities of other authorized denominations, the Registrar shall
register the transfer or make the exchange as requested if its requirements for
such transactions are met (including that such Securities are duly endorsed or
accompanied by a written instrument of transfer duly executed by the Holder
thereof or by an attorney who is authorized in writing to act on behalf of the
Holder). Subject to Section 2.03, to permit registrations of transfers and
exchanges, the Company shall execute and the Trustee shall authenticate
Securities at the Registrar’s request. No service charge shall be made for any
registration of transfer or exchange or redemption of the Securities, but the
Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such
transfer taxes or other similar governmental charge payable upon exchanges
pursuant to Section 2.12, 3.06 or 9.05 hereof).

       

      Neither
the Registrar nor any other transfer agent nor the Company shall be required
to:

       

      (i)           issue,
register the transfer of or exchange any Security during a period beginning at
the opening of business 15 Business Days before the day of any selection of
Securities for redemption under Section 3.02 hereof and ending at the close
of business on the day of selection; or

       

      (ii)          register
the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in
part.

       

      
        
           


        

        
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      Each
Holder of a Security agrees to indemnify the Company and the Trustee against any
liability that may result from the transfer, exchange or assignment of such
Holder’s Security in violation of any provision of this Indenture and/or
applicable United States Federal or state securities law.

       

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

       

      SECTION 2.08 Book-Entry Provisions for Global
Securities.

       

      (a)           The
Global Securities initially shall:

       

      (i)           be
registered in the name of the Depositary or the nominee of such Depositary;
and

       

      (ii)          be
delivered to the Trustee as custodian for such Depositary.

       

      Members
of, or participants in, the Depositary (“DTC
Participants”) shall have no rights under this Indenture with respect to
any Global Security held on their behalf by the Depositary, or the Trustee as
its custodian, or under such Global Security, and the Depositary may be treated
by the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing contained herein shall prevent the
Company, the Trustee or any agent of the Company or the Trustee, from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and the DTC Participants,
the operation of customary practices governing the exercise of the rights of a
Holder of any Security.

       

      (b)           Transfers
of a Global Security shall be limited to transfers of such Global Security in
whole, but not in part, to the Depositary, its successors or their respective
nominees. Beneficial owners may transfer their interests in Global Securities in
accordance with the rules and procedures of the Depositary.

       

      (c)           Any
beneficial interest in one of the Global Securities that is transferred to a
person who takes delivery in the form of an interest in another Global Security
will, upon transfer, cease to be an interest in such Global Security and become
an interest in such other Global Security and, accordingly, will thereafter be
subject to all transfer restrictions, if any, and other procedures applicable to
beneficial interests in such other Global Security for as long as it remains
such an interest.

       

      (d)           The
registered Holder of a Global Security may grant proxies and otherwise authorize
any Person, including DTC Participants and Persons that may hold interests
through DTC Participants, to take any action that a Holder is entitled to take
under this Indenture or the Securities.

       

      (e)           If
at any time:

       

      (i)           the
Company notifies the Trustee in writing that the Depositary is no longer willing
or able to continue to act as Depositary for the Global Securities or the
Depositary ceases to be a “clearing agency” registered under
the Exchange Act, and a successor depositary for the Global Securities is not
appointed by the Company within 90 days of such notice or
cessation;

       

      
        
           


        

        
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      (ii)          the
Company, at its option, notifies the Trustee in writing that it elects to cause
the issuance of the Securities in definitive form under this Indenture in
exchange for all or any part of the Securities represented by a Global Security
or Global Securities; or

       

      (iii)         an
Event of Default has occurred and is continuing and the Registrar has received a
request from the Depositary,

       

      subject
to this Section 2.08(e), the Depositary shall surrender such Global
Security or Global Securities to the Trustee for cancellation and then the
Company shall execute, and the Trustee shall authenticate and deliver in
exchange for such Global Security or Global Securities, Physical Securities, as
applicable, in an aggregate principal amount equal to the principal amount of
such Global Security or Global Securities. Such Physical Securities shall be
registered in such names as the Depositary shall identify in writing as the
beneficial owners, or participant nominees, of the Securities represented by
such Global Security or Securities (or any nominee thereof).

       

      (f)           Notwithstanding
the foregoing, in connection with any transfer of a portion of the beneficial
interests in a Global Security to beneficial owners pursuant to paragraph
(e) of this Section 2.08, the Registrar shall reflect on its books and
records the date and a decrease in the principal amount of such Global Security
in an amount equal to the principal amount of the beneficial interest in such
Global Security to be transferred, and the Company shall execute, and the
Trustee shall authenticate and deliver, one or more Physical Securities of like
tenor and amount.

       

      SECTION 2.09 Replacement
Securities.

       

      If a
mutilated Security is surrendered to the Trustee or if the Holder of a Security
claims that the Security has been lost, destroyed or wrongfully taken, the
Company shall issue and the Trustee shall authenticate a replacement Security if
the requirements of the Trustee and the Company are met; provided that, if any such
Security has been called for redemption in accordance with the terms thereof,
the Trustee may pay the Redemption Price thereof on the Redemption Date without
authenticating or replacing such Security. The Trustee or the Company may, in
either case, require the Holder to provide an indemnity bond sufficient in the
judgment of each of the Trustee and the Company to protect the Company, the
Trustee or any Agent from any loss which any of them may suffer if a Security is
replaced or if the Redemption Price therefor is paid pursuant to this
Section 2.09. The Company may charge the Holder who has lost a Security for
its expenses in replacing a Security.

       

      Every
replacement Security is an obligation of the Company and shall be entitled to
the benefits of this Indenture equally and proportionately with any and all
other Securities duly issued hereunder.

       

      SECTION 2.10 Outstanding
Securities.

       

      The Securities outstanding at any time are all the Securities
authenticated by the Trustee, except for (i) those cancelled by it,
(ii) those delivered to it for cancellation and (iii) those described
in this Section as not outstanding.

       

      If a
Security is replaced pursuant to Section 2.09 hereof, it ceases to be
outstanding and interest ceases to accrue unless the Trustee receives proof
satisfactory to it that the replaced Security is held by a bona fide
purchaser.

       

      If all
principal of and interest on any Security are considered paid under
Section 4.01 hereof, such Security ceases to be outstanding and interest on
it ceases to accrue.

       

      
        
           


        

        
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      Except as
provided in Section 2.11 hereof, a Security does not cease to be
outstanding because the Company or an Affiliate of the Company holds such
Security.

       

      SECTION 2.11 Treasury
Securities.

       

      In
determining whether the Holders of the required aggregate principal amount of
Securities of any series have concurred in any direction, waiver or consent,
Securities owned by the Company or an Affiliate of the Company shall be
considered as though they are not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities which such Trustee actually knows
are so owned shall be so disregarded.

       

      SECTION 2.12 Temporary
Securities.

       

      Until
definitive Securities are ready for delivery, the Company may prepare and
execute, and the Trustee shall authenticate upon a written order of the Company
signed by one Officer of the Company, temporary Securities. Temporary Securities
shall be substantially in the form of definitive Securities but may have
variations that the Company considers appropriate for temporary Securities.
Without unreasonable delay, the Company shall prepare, and the Trustee shall
authenticate, definitive Securities in exchange for temporary Securities.
Holders of temporary Securities shall be entitled to all of the benefits of this
Indenture.

       

      SECTION 2.13 Cancellation.

       

      The
Company at any time may deliver Securities to the Trustee for cancellation. The
Registrar and Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange, payment or
repurchase. The Trustee shall cancel all Securities surrendered for registration
of transfer, exchange, payment, repurchase, redemption, replacement or
cancellation and shall return such cancelled Securities to the Company upon the
Company’s written request (subject to the record retention requirements of the
Exchange Act). The Company may not issue new Securities to replace Securities
that it has paid or that have been delivered to the Trustee for
cancellation.

       

      SECTION 2.14 CUSIP Numbers.

       

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

       

      SECTION 2.15 Defaulted
Interest.

       

      If the
Company fails to make a payment of interest on Securities, it shall pay such
defaulted interest plus (to the extent lawful) any interest payable on the
defaulted interest, in any lawful manner. It may elect to pay such defaulted
interest, plus any such interest payable on it, to the Persons who are Holders
of such Securities on which the interest is due on a subsequent special record
date. The Company shall notify the Trustee in writing of the amount of defaulted
interest proposed to be paid on each such Security. The Company shall fix any
such record date and payment date for such payment.  At least
15 days before any such record date, the Company shall mail to Holders
affected thereby a notice that states the record date, interest payment date,
and amount of such interest to be paid.

       

      
        
           


        

        
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      SECTION 2.16 Special Record
Dates.

       

      The
Company may, but shall not be obligated to, set a record date for the purpose of
determining the identity of Holders of Securities entitled to consent to any
supplement, amendment or waiver permitted by this Indenture. If a record date is
fixed, the Holders of Securities outstanding on such record date, and no other
Holders, shall be entitled to consent to such supplement, amendment or waiver or
revoke any consent previously given, whether or not such Holders remain Holders
after such record date. No consent shall be valid or effective for more than 90
days after such record date unless consents from Holders of the aggregate
principal amount of Securities required hereunder for such amendment or waiver
to be effective shall have also been given and not revoked within such 90-day
period.

       

      ARTICLE
III

       

      REDEMPTION

       

      SECTION 3.01 Notices to
Trustee.

       

      If the
Company elects to redeem any series of Securities pursuant to the optional
redemption provisions set forth in the supplemental indenture relating to such
series of Securities, it shall notify the Trustee in writing of the intended
Redemption Date, the principal amount of Securities to be redeemed and the CUSIP
numbers of the Securities to be redeemed. The Company shall give each notice to
the Trustee provided for in this Section 3.01 at least days fifteen
(15) days before the giving of the notice of redemption pursuant to Section
3.03 hereof (unless a shorter period is satisfactory to the
Trustee).

       

      SECTION 3.02 Selection of Securities to Be
Redeemed.

       

      If fewer than all the Securities of any series are to be
redeemed, the Trustee shall select the Securities of such series to be redeemed
from the outstanding Securities of such series by a method that complies with
the requirements of any exchange on which the Securities are listed, or, if the
Securities are not listed on an exchange, on a pro rata basis or by lot or in
accordance with any other method the Trustee considers fair and appropriate. The
Trustee will make the selection from outstanding Securities of that series not
previously called for redemption.

       

      Securities
and portions thereof of any series that the Trustee selects shall be in amounts
equal to the minimum authorized denomination for Securities to be redeemed or
any integral multiple thereof. The Trustee may select for redemption portions of
the principal amount of Securities that have denominations larger than the
minimum denomination in which Securities of the applicable series may be issued.
Provisions of this Indenture that apply to Securities of any series called for
redemption also apply to portions of Securities of such series called for
redemption. The Trustee shall notify the Company promptly in writing of the
Securities or portions of Securities of any series to be called for
redemption.

       

      SECTION 3.03 Notice of
Redemption.

       

      At least
30 days but not more than 60 days before the Redemption Date, the
Company shall mail a notice of redemption by first-class mail to each Holder
whose Securities are to be redeemed in whole or in part at the address of such
Holder appearing in the Register.

       

      The
notice shall identify the principal amount and series of each Security to be
redeemed and shall state:

       

      (a)           the
Redemption Date;

       

      (b)           the
method being used to determine the Redemption Price;

       

      
        
           


        

        
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      (c)           if
fewer than all outstanding Securities are to be redeemed, the portion of the
principal amount of the Securities to be redeemed and that, after the Redemption
Date, upon surrender of such Security, a new Security in principal amount equal
to the unredeemed portion will be issued;

       

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

       

      (e)           that
Securities called for redemption must be presented and surrendered to the Paying
Agent to collect the Redemption Price plus accrued interest, if
any;

       

      (f)      
     that, unless the Company defaults in payment of
the Redemption Price, interest on Securities (or the portions thereof) called
for redemption ceases to accrue interest on and after the Redemption Date, and,
if applicable, those Securities (or the portion thereof called for redemption)
will cease on the Redemption Date (or such other date as if provided in the
supplemental indenture relating to the Securities) to be convertible into, or
exchangeable for, other securities or assets;

       

      (g)           if
applicable, the current conversion or exchange price; and

       

      (h)           the
CUSIP numbers, if any, of the Securities to be redeemed.

       

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

       

      SECTION
3.04 Effect of
Notice of Redemption.

       

      Once the
notice of redemption is mailed, Securities called for redemption become
irrevocably due and payable on the Redemption Date at the Redemption Price. Upon
surrender to the Paying Agent, such Securities shall be paid at the Redemption
Price, plus accrued and unpaid interest to the Redemption Date.

       

      The
notice mailed in the manner herein provided shall be conclusively presumed to
have been duly given whether or not the Holder receives such notice. In any
case, failure to give such notice by mail or any defect in the notice to the
Holder of any Securities shall not affect the validity of the proceeding for the
redemption of Securities of any other Holder.

       

      SECTION 3.05 Deposit of Redemption
Price.

       

      Prior to
11:00 a.m., New York City time, on the Redemption Date, the Company shall
deposit with the Trustee or with the Paying Agent (or, if the Company or an
Affiliate of the Company is acting as the paying Agent, shall segregate and hold
in trust) an amount of money sufficient to pay the Redemption Price of all
Securities to be redeemed on that date, together with accrued and unpaid
interest to the Redemption Date, except for Securities or portions thereof
called for redemption which have been delivered by the Company to the Trustee
for cancellation or Securities which have been surrendered for conversion or
exchange. If any Securities called for redemption are converted or exchanged,
any money deposited with the Trustee or Paying Agent for redemption of those
Securities shall be promptly paid to the Company upon its request, or, if the
money is held in trust by the Company or a Subsidiary as Paying Agent, the money
will be discharged from the trust.

       

      SECTION 3.06 Securities Redeemed in
Part.

       

      Upon
surrender of a Security that is redeemed in part, the Company shall execute and
the Trustee shall authenticate for the Holder at the expense of the Company, a
new Security equal in principal amount to the unredeemed portion of the Security
surrendered.

       

      
        
           


        

        
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      SECTION 3.07 Holder's Right to Require
Redemption.

       

      Holders
of Securities of a series will have the right to require the Company to redeem
those Securities only to the extent, and only on the terms, set forth in the
supplemental indenture relating to the Securities of that series. If Holders of
Securities of a series have the right to require the Company to redeem those
Securities, unless otherwise provided in the supplemental indenture relating to
the Securities of that series, the terms of the redemption will include those
set forth in Section 3.08.

       

      SECTION 3.08 Procedure for Requiring
Redemption.

       

      If a
Holder has the right to require the Company to redeem Securities, to exercise
that right, the Holder must deliver the Securities to the Paying Agent, endorsed
for transfer and with the form on the reverse side regarding the option to
require redemption completed. Delivery of Securities to the Paying Agent as
provided in this Section 3.07 will constitute an irrevocable election to cause
the specified principal amount of Securities to be redeemed. When Securities are
delivered to the Paying Agent as provided in this Section, unless the Company
fails to make the payments due as a result of the redemption within twenty (20)
days after the Securities are delivered to the Paying Agent, interest on the
Securities will cease to accrue and, if the Securities are convertible or
exchangeable, the Holder's right to convert or exchange the Securities will
terminate.

       

      The
Company's determination of all questions regarding the validity, eligibility
(including time of receipt) and acceptance of any Security for redemption will
be final and binding.

       

      ARTICLE
IV

       

      COVENANTS

       

      SECTION
4.01 Payment of
Securities.

       

      The
Company shall pay, or cause to be paid, the principal of and interest on the
Securities on the dates and in the manner provided in the Securities and the
supplemental Indenture relating to the series. Principal and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company,
a Subsidiary of the Company or any Affiliate of any of them, holds as of
11:00 a.m. (New York City time) on that date immediately available funds
designated for and sufficient to pay all principal and interest then due. If the
Company or any Subsidiary of the Company or any Affiliate of any of them acts as
Paying Agent, principal or interest shall be considered paid on the due date if
the entity acting as Paying Agent complies with the second paragraph of
Section 2.05 hereof.

       

      The
Company shall pay interest on overdue principal and premium, and interest on
overdue installments of interest, to the extent lawful, at the rate per annum
specified therefor in the Securities.

       

      Notwithstanding
anything to the contrary contained in this Indenture, the Company may, to the
extent it is required to do so by law, deduct or withhold income or other
similar taxes imposed by the United States of America from principal or interest
payments hereunder.

       

      SECTION 4.02 Maintenance of Office or
Agency.

       

      The
Company shall maintain in the Borough of Manhattan, The City of New York, an
office or agency (which may be an office of the Trustee or an affiliate of the
Trustee or Registrar) where the Securities may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Company shall
give prompt written notice to the Trustee of the location, and any change in
the location, of such office or agency. If at any time the
Company fails to maintain any such required office or agency or fails to furnish
the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the
Trustee.

       

      
        
           

        

        
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      The
Company may also from time to time designate one or more other offices or
agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in the Borough of Manhattan, The City
of New York for such purposes. The Company shall give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.

       

      The
Company hereby designates the New York office of the Trustee located at
__________________________, as one such office or agency of the Company in
accordance with Section 2.04 hereof.

       

      SECTION 4.03 Reports.

       

      (a)           The
Company shall deliver to the Trustee within fifteen (15) days after it
files them with the SEC 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 SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act
and posting of such reports on the Company’s web site shall be deemed delivery
to the Trustee; 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 other provisions of Section
314(a) of the TIA.

       

      (b)           Delivery
of reports, information and documents to the Trustee pursuant to this Section
4.03 is for informational purposes only and the Trustee’s receipt of such shall
not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates).

       

      SECTION 4.04 Compliance
Certificate.

       

      The
Company shall deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company, an Officers’ Certificate, one of the signers of
which is the chief executive officer, vice chairman, the chief financial
officer, executive vice president or the chief accounting officer of the
Company, stating that in the course of the performance by the signers of their
duties as officers of the Company, they would normally have knowledge of any
failure by the Company to comply with all conditions, or Default by the Company
with respect to any covenants, under this Indenture, and further stating whether
or not they have knowledge of any such failure or Default and, if so, specifying
each such failure or Default, the nature and status thereof and what action the
Company is taking or proposes to take with respect thereto. For purposes of this
Section, such compliance shall be determined without regard to any period of
grace or requirement of notice provided for in this Indenture. The certificate
need not comply with Section 13.04 hereof.

       

      SECTION 4.05 Taxes.

       

      The Company shall pay prior to delinquency, all material taxes,
assessments, and governmental levies except as contested in good faith by
appropriate proceedings.

       

      
        
           


        

        
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      SECTION 4.06 Corporate
Existence.

       

      Subject
to Article V hereof, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect (i) its corporate
existence and (ii) the material rights (charter and statutory), licenses
and franchises of the Company and its Subsidiaries taken as a whole; provided, however, that the
Company shall not be required to preserve any such right, license or franchise
if the Board of Directors determines that the preservation thereof is no longer
in the best interests of the Company, and that the loss thereof is not adverse
in any material respect to the Holders.

       

      ARTICLE
V

       

      MERGER,
ETC.

       

      SECTION 5.01 When Company May Merge,
etc.

       

      The
Company shall not consolidate or merge with or into, or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its assets to,
any Person unless
:

       

      (a)           the
Person formed by or surviving any such consolidation or merger (if other than
the Company), or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made, is a corporation organized and existing
under the laws of the United States of America, any state thereof or the
District of Columbia;

       

      (b)           the
Person formed by or surviving any such consolidation or merger (if other than
the Company), or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made, expressly assumes by one or more
supplemental indentures satisfactory in form to the Trustee all of the
obligations of the Company under the Securities and this Indenture;

       

      (c)           immediately
after such transaction, and giving effect thereto, no Default or Event of
Default shall have occurred and be continuing;
and

       

      (d)           the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that the consolidation, merger, conveyance, transfer or
lease and the supplemental indenture (or supplemental indentures together)
comply with this Article V and that all conditions precedent herein provided
relating to the transaction have been complied with.

       

      Notwithstanding
the foregoing, the Company may merge with another Person or acquire by purchase
or otherwise all or any part of the property or assets of any other corporation
or Person in a transaction in which the surviving entity is the
Company.

       

      SECTION 5.02 Successor Corporation
Substituted.

       

      Upon any
consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all the assets of the Company in
accordance with Section 5.01 hereof, the successor corporation formed by such
consolidation or into which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein. In the event of any such sale
or conveyance, but not any such lease, the Company or any successor corporation
which thereafter will have become such in the manner described in this
Article V shall be discharged from all obligations and covenants under the
Securities and this Indenture and may be dissolved, wound up or
liquidated.

       

      
        
           


        

        
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      ARTICLE
VI

       

      DEFAULTS
AND REMEDIES

       

      SECTION 6.01 Events of
Default.

       

      An “Event
of Default” with respect to each series of the Securities occurs when any of the
following occurs:

       

      (a)          the
Company defaults in the payment of the principal, premium, or sinking fund
payment, if any, of
any Security of such series when it becomes due and payable at maturity, upon
acceleration, repurchase, redemption or otherwise, unless the time for payment
is extended;

       

      (b)          the
Company defaults in the payment of interest on any Security of such series when
it becomes due and payable and such Default continues for a period of ninety
(90) days, unless the time for payment is extended;

       

      (c)          the
Company fails to comply in any material respect with any of its other agreements
or covenants in, or provisions of, the Securities or this Indenture and the
Company and such Default continues for a period of ninety (90) days after
the Company receives written notice of such Default from the Trustee, or the
Company the Trustee receive written notice of such Default from the Holders of
at least 51% in aggregate principal amount of the outstanding Securities of such
series;

       

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

       

      (i)           commences
a voluntary case or proceeding;

       

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

       

      (iii)         consents
to the appointment of a Custodian of it or for any substantial part of its
property; or

       

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

       

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

       

      (i)           is
for relief against the Company or any Significant Subsidiary in an involuntary
case or proceeding against the Company or any Significant
Subsidiary;

       

      (ii)          appoints
a Custodian for the Company or any Significant Subsidiary or for any substantial
part of its property; or

       

      (iii)         orders
the winding up or liquidation of the Company or any Significant
Subsidiary,

       

      and any
such order or decree under this clause (3) remains unstayed and in effect
for ninety (90) days.

      Any
notice of default under clause (iii) of this Section 6.01 must specify
the Default, demand that it be remedied and state that the notice is a “Notice
of Default.”

       

      Each of
the occurrences described in clauses (i) through (v) of this Section 6.01 will
constitute an Event of Default whatever the reason for the occurrence and
whether it is voluntary or involuntary or is effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body.

       

      
        
           


        

        
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      A Default
under clause (i), (ii) or (iii) of this Section 6.01 with regard to Securities
of a particular series will not constitute a Default with regard to Securities
of any other series except to the extent, if any, provided in the supplemental
indenture relating to the other series.

       

      SECTION 6.02  Acceleration.

       

      Subject
to Article XII, if an Event of Default with respect to any series of outstanding
Securities (other than an Event of Default specified in clause (iv) or
(v) of Section 6.01 hereof) occurs and is continuing, the Trustee or
the Holders of at least 51% in aggregate principal amount of the outstanding
Securities of the applicable series, by written notice to the Company, and to
the Trustee if notice is given by such Holders, may declare due and payable the
unpaid principal amount of all Securities of such series plus any unpaid premium
or accrued and unpaid interest, if any, to the date of payment. Upon a
declaration of acceleration, such principal, premium and accrued and unpaid
interest to the date of payment shall be due and payable.

       

      If an
Event of Default specified in clause (iv) or (v) of
Section 6.01 hereof occurs, all unpaid principal, premium and accrued
interest on the Securities shall become and be immediately due and payable
without any notice, declaration or other action on the part of the Trustee or
any Holder.

       

      The
Holders of a majority in aggregate principal amount of any outstanding series of
Securities by written notice to the Trustee may rescind and annul an
acceleration and its consequences if (i) all existing Events of Default,
other than the nonpayment of principal, premium or interest on the Securities
which have become due solely because of the acceleration, have been cured or
waived and (ii) the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction. Such rescission or annulment will
not extend to any subsequent or other Default or impair any consequent
right.

       

      SECTION 6.03 Other Remedies.

       

      If an
Event of Default with respect to any series of outstanding Securities occurs and
is continuing, the Trustee may pursue any available remedy by proceeding at law
or in equity to collect the payment of principal of or interest on such series
of Securities or to enforce the performance of any provision of such series of
Securities or this Indenture.

       

      The
Trustee may maintain a proceeding even if it does not possess any of the
Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon the Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. No remedy is exclusive of any
other remedy. All remedies are cumulative to the extent permitted by
law.

       

      SECTION 6.04 Waiver of Past
Defaults.

       

      Subject
to Sections 6.07 and 9.02 hereof, the Holders of at least a majority in
aggregate principal amount of any series of outstanding Securities by notice to
the Trustee may waive an existing Default or Event of Default except a Default
or Event of Default in the payment of the principal of or interest on such
series of Securities (provided, however, that,
subject to Section 6.07, the Holders of a majority in aggregate principal
amount of the then outstanding Securities may rescind an acceleration and its
consequences, including any related payment default that resulted from such
acceleration). When a Default or Event of Default is waived, it is deemed cured
and ceases, but no waiver will extend to any subsequent or other Default or
impair any consequent right.

       

      
        
           


        

        
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      SECTION 6.05 Control by
Majority.

       

      The
Holders of at least a majority in aggregate principal amount of any outstanding
series of Securities may 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 it. However, the Trustee may refuse to follow any direction
that (i) conflicts with law or this Indenture, (ii) the Trustee
determines may be unduly prejudicial to the rights of other Holders of
Securities of such series or (iii) may involve the Trustee in personal
liability. The Trustee may take any other action that it deems proper which is
not inconsistent with any such direction.

       

      SECTION
6.06 Limitation on
Suits.

       

      Subject
to the provisions of Section 6.07 hereof, no Holder of Securities of any
series may pursue any remedy with respect to this Indenture or the Securities of
such series unless
:

       

      (a)           the
Holder gives to the Trustee written notice stating that an Event of Default is
continuing;

       

      (b)           the
Holders of at least 25% in aggregate principal amount of such series of
Securities make a written request to the Trustee to pursue the
remedy;

       

      (c)           such
Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee
against any loss, liability, cost or expense;

       

      (d)           the
Trustee does not comply with the request within sixty (60) days after
receipt of the request and the offer of indemnity; and

       

      (e)           during
such 60-day period, the Holders of at least a majority in aggregate principal
amount of such series of Securities do not give the Trustee a direction
inconsistent with the request.

       

      A Holder
may not use this Indenture to prejudice the rights of another Holder or to
obtain a preference or priority over another Holder.

       

      SECTION 6.07 Rights of Holders To Receive Payment
and to Demand Conversion.

       

      Notwithstanding
any other provision of this Indenture, subject to the provisions of Article XII,
the right of any Holder of a Security to receive payment of principal of,
premium, if any, or interest, if any, on the Security (and interest on overdue
principal and interest on overdue installments of interest, if any, as provided
in Section 4.01) on or after the respective due dates expressed or provided for
in the Security, or in the case of redemption, on or after the Redemption Date,
or in the case of conversion or exchange, to receive the security issuable upon
conversion or exchange, or to bring suit for the enforcement of any such
payment, conversion or exchange on or after such respective dates, shall not be
impaired or affected without the consent of the Holder.

       

      
        
           


        

        
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      SECTION 6.08 Collection Suit by
Trustee.

       

      If an
Event of Default specified in Section 6.01(i) or (ii) hereof occurs
and is continuing with respect to the Securities, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
(and any other obligor on the Securities) for the whole amount of principal,
premium, if any, and accrued interest, if any, remaining unpaid on the
outstanding Securities, together with (to the extent lawful) interest on overdue
principal and interest, and such further amount as shall be sufficient to cover
the costs and, to the extent lawful, expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and any other amounts due the Trustee under
Section 7.08 hereof.

       

      SECTION 6.09 Trustee May File Proofs of
Claim.

       

      The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee and the
Holders allowed in any judicial proceeding relative to the Company (or any other
obligor upon the Securities), its creditors or its property and shall be
entitled and empowered to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same, and any custodian in any such judicial proceedings is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.08 hereof. Nothing
contained in this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

       

      SECTION 6.10 Priorities.

       

      If the
Trustee collects any amount of money with respect to the Securities pursuant to
this Article VI, subject to Article XI, it shall pay out the money in the
following order:

       

      (First) to the Trustee, its
agents and attorneys for amounts due under Section 7.08 hereof, including
payment of all compensation, expense and liabilities incurred, and all advances
made by the Trustee and the costs and expenses of collection;

       

      (Second) to Holders of
Senior Indebtedness in accordance with Article XII hereof;

       

      (Third) to Holders for
amounts due and unpaid on the Securities for principal and interest, if any,
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Securities for principal and interest, respectively;
and

       

      (Fourth) to the Company, or
to such party as a court of competent jurisdiction may direct.

       

      The
Trustee, upon prior written notice to the Company, may fix a record date and
payment date for any payment to Holders pursuant to this Section 6.10. The
Trustee shall notify the Company in writing reasonably in advance of any such
record date and payment date.

       

      SECTION 6.11 Undertaking for
Costs.

       

      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 a Trustee, a
court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.06 hereof, a suit by Holders of more than 10% in
aggregate principal amount of any outstanding series of Securities, or to any
suit instituted by any Holder for the enforcement of the payment of the
principal of, premium, if any, or interest on any Security held by that Holder
on or after the due date provided in the Security or to any suit for the
enforcement of the right to convert or exchange any Security in accordance with
the provisions of a supplemental indenture applicable to that
Security.

       

      
        
           


        

        
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      SECTION 6.12  Stay, Extension and Usury
Laws.

       

      The
Company covenants (to the extent that it may lawfully do so) that it shall not
at any time insist upon, plead, or in any manner whatsoever claim and will
resist any and all efforts to be compelled to take the benefit or advantage of,
any stay, extension or usury law wherever enacted, now or at any time hereafter
in force, which would prohibit or forgive the Company from paying all or any
portion of the principal of, premium, if any, and/or interest on any of the
Securities as contemplated in this Indenture or a supplemental indenture, or
which may affect the covenants or the performance of this Indenture; and the
Company (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it shall not, by resort
to any such law, hinder, delay or impede the execution of any power herein
granted to the Trustee, but shall suffer and permit the execution of every such
power as though no such law has been enacted.

       

      SECTION 6.13 Restoration of
Positions.

       

      If a
judicial proceeding by the Trustee or a Holder to enforce any right or remedy
under this Indenture or any supplemental indenture has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, except as otherwise provided in the
judicial proceeding, the Company, the Trustee and the Holders will be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.

       

      SECTION 6.14 Liability of Stockholders, Officers,
Directors and Incorporators.

       

      No
stockholder, officer, director or incorporator, as such, past, present or
future, of the Company, or any of its successor corporations, will have any
personal liability in respect of the Company's obligations under this Indenture
or any Securities by reason of his or its status as such stockholder, officer,
director or incorporator; provided, however, that nothing in this Indenture or
in the Securities will prevent recourse to and enforcement of the liability of
any holder or subscriber to common or preferred stock of the Company which has
not been fully paid up.

       

      ARTICLE
VII

       

      TRUSTEE

       

      SECTION
7.01 Duties of
Trustee.

       

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

       

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

       

      (i)           the
Trustee need perform only those duties that are specifically set forth in this
Indenture or the TIA, and no implied covenants or obligations shall be read into
this Indenture against the Trustee; and

       

      
        
           


        

        
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      (ii)          in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; provided, however, that in
the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall examine
the certificates and opinions to determine whether or not, on their face, they
conform to the requirements of this Indenture (but need not investigate or
confirm the accuracy of mathematical calculations or other facts stated
therein).

       

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

       

      (i)           this
paragraph does not limit the effect of paragraph (b) of this
Section 7.01;

       

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

       

      (iii)         the
Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to
Section 6.05 hereof.

       

      (d)           Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to this Section 7.01 and to the
provisions of the TIA.

       

      (e)           No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or incur any financial liability in the performance of any of its duties
under this Indenture or in the exercise of any of its right or power. The
Trustee may refuse to perform any duty or exercise any right or power unless it
receives indemnity satisfactory to it against any loss, liability, cost or
expense (including, without limitation, reasonable fees of
counsel).

       

      (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, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney at the
sole cost of the Company and shall incur no liability or additional liability of
any kind by reason of such inquiry or investigation.

       

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

       

      SECTION 7.02  Rights of
Trustee.

       

      Subject
to Section 315(a) through (d) of the TIA:

       

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

       

      
        
           


        

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

       

      (c)           The
Trustee may act through attorneys and agents and shall not be responsible for
the misconduct or negligence of any attorney or agent appointed with due
care.

       

      (d)           The
Trustee shall not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within the rights or powers conferred
upon it by this Indenture, unless the Trustee’s conduct constitutes willful
misconduct, negligence or bad faith.

       

      (e)           The
Trustee may consult with counsel of its selection and the advice of such counsel
as to matters of law shall be full and complete authorization and protection in
respect of any action taken, omitted or suffered by it hereunder in good faith
and in accordance with the advice or opinion of such counsel.

       

      (f)     
      Unless otherwise specifically provided in
this Indenture, any demand, request, direction or notice from the Company shall
be sufficient if signed by an Officer of the Company.

       

      (g)           The
Trustee may request that the Company deliver an Officers’ Certificate setting
forth the names of individuals and/or titles of officers authorized at such time
to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any person authorized to sign an Officers’
Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded.

       

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

       

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

       

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

       

      SECTION 7.03 Individual Rights of
Trustee.

       

      The
Trustee in its individual or any other capacity may become the owner or pledgee
of Securities and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee. However, in
the event that the Trustee acquires any conflicting interest (as such term is
defined in Section 3.10(b) of the TIA), it must eliminate such conflict
within ninety (90) days, apply to the SEC for permission to continue as
trustee (to the extent permitted under Section 310(b) of the TIA) or resign. Any
agent may do the same with like rights and duties. The Trustee is also subject
to Sections 7.10 and 7.11 hereof.

       

      
        
           


        

        
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      SECTION 7.04 Money Held in
Trust.

       

      Money or
U.S. Government Obligations held by the Trustee in trust hereunder 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 money received by it hereunder
except as otherwise agreed in writing with the Company.

       

      SECTION
7.05 Trustee’s
Disclaimer.

       

      The
Trustee (i) is not responsible for and makes no representation as to the
validity or adequacy of this Indenture, any supplemental indenture or the
Securities, (ii) will not be accountable for the Company’s use of the
proceeds from the Securities, (iii) will not be responsible for any
statement in the Securities, this Indenture or any supplemental indenture, other
than its certificate of authentication, and (iv) will not be responsible for any
statement in any prospectus used in the sales of the Securities, other than
statements, if any, provided in writing by the Trustee for use in such a
prospectus.

       

      SECTION 7.06 Notice of
Defaults.

       

      If a
Default or Event of Default with respect to the Securities occurs and is
continuing, and if it is actually known to the Trustee, the Trustee shall mail
to Holders a notice of the Default or Event of Default within ninety
(90) days after the occurrence thereof. Except in the case of a Default or
Event of Default in payment of any such Security, the Trustee may withhold the
notice if and so long as it in good faith determines that withholding the notice
is in the interests of the Holders.

       

      SECTION 7.07 Reports by Trustee to
Holders.

       

           The
Trustee shall transmit to Holders such reports concerning the Trustee and its
actions under this Indenture as may be required by Section 313 of the TIA
at the times and in the manner provided by the TIA, which initially shall be not
less than every twelve (12) months, which report may be dated as of a date up to
75 days prior to such transmission.

       

           A
copy of each report at the time of its mailing to Holders shall be filed with
the SEC, if required, and each stock exchange, if any, on which the Securities
are listed. The Company shall promptly notify the Trustee when the Securities
become listed on any stock exchange.

       

      SECTION 7.08 Compensation and
Indemnity.

       

      The
Company shall pay to the Trustee from time to time such compensation as shall be
agreed in writing between the Company and the Trustee for its services
hereunder. The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable disbursements, advances and expenses
incurred by it, including in particular, but without limitation, those incurred
in connection with the enforcement of any remedies hereunder. Such expenses may
include the reasonable fees and out-of-pocket expenses of the Trustee’s agents
and counsel.

       

      Except as
set forth in the next paragraph, the Company shall indemnify and hold harmless
the Trustee and any predecessor trustee against any and all loss, liability,
damage, claim or expense, including taxes (other than taxes based upon, measured
by or determined by the income of the Trustee) incurred by it arising out of or
in connection with the acceptance or administration of the trust under this
Indenture. The Trustee shall notify the Company promptly of any claim of which
it has received written notice for which it may seek indemnity. The Company
shall defend such claim and the Trustee shall cooperate in such defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and out-of-pocket expenses of such counsel.

       

      
        
           


        

        
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      The
Company need not pay for any settlement made without its consent. The Company
need not reimburse any expense or indemnify against any loss, liability, cost or
expense incurred by the Trustee through its own negligence, willful misconduct
or bad faith.

       

      To secure
the Company’s payment obligations in this Section 7.08, the Trustee shall
have a lien prior to the Securities on all money or property held or collected
by the Trustee, except that held in trust to pay the principal of and interest
on particular Securities. The Trustee’s right to receive payment of any amounts
due under this Section 7.08 will not be subordinate to any other liability
or indebtedness of the Company.

       

      The
Company’s payment obligations pursuant to this Section 7.08 shall survive
the satisfaction and discharge of this Indenture. When the Trustee incurs
expenses or renders services after an Event of Default specified in clause
(iv) or (v) of Section 6.01 hereof occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

       

      For the
purpose of this Section 7.08, “Trustee” will include any predecessor Trustee,
but the negligence, willful misconduct or bad faith of any Trustee will not
affect the rights of any other Trustee under this Section 7.08, except for a
successor Trustee pursuant to Section 7.10.

       

      SECTION 7.09 Replacement of
Trustee.

       

      A
resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section 7.09.

       

      The
Trustee may resign and be discharged from the trust hereby created with respect
to the Securities by so notifying the Company in writing. The Holders of a
majority in aggregate principal amount of the then outstanding Securities may
remove the Trustee by so notifying the Trustee and the Company in writing. The
Company must remove the Trustee if:

       

      (a)           the
Trustee fails to comply with Section 7.10 hereof or Section 310 of the
TIA;

       

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

       

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

       

      (d)           the
Trustee becomes incapable of acting.

       

      If the
Trustee resigns or is removed or if a vacancy exists in the office of the
Trustee for any reason, the Company shall promptly appoint a successor Trustee
for the Securities. The Trustee shall be entitled to payment of its fees and
reimbursement of its expenses while acting as Trustee. Within one (1) year after
the successor Trustee takes office, the Holders of at least a majority in
aggregate principal amount of then outstanding Securities may appoint a
successor Trustee to replace the successor Trustee appointed by the
Company.

       

      Any
Holder of Securities may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee if the Trustee
fails to comply with Section 7.10 hereof.

       

      
        
           


        

        
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      If an
instrument of acceptance by a successor Trustee shall not have been delivered to
the Trustee within thirty (30) days after the giving of such notice of
resignation or removal, the resigning or removed Trustee, as
the case may be, may petition, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities.

       

      A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Thereupon the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture. The
Company shall mail a notice of the successor Trustee’s succession to the
Holders. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, subject to the lien provided for in
Section 7.08 hereof. Notwithstanding replacement of the Trustee pursuant to
this Section 7.09, the Company’s obligations under Section 7.08 hereof
shall continue for the benefit of the retiring Trustee with respect to expenses,
losses and liabilities incurred by it prior to such replacement.

       

      SECTION 7.10 Successor Trustee by Merger,
Etc.

       

      Subject
to Section 7.09 hereof, if the Trustee consolidates with, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation or national banking association, the successor
entity without any further act shall be the successor Trustee.

       

      If at the
time a successor by merger, conversion or consolidation to the Trustee succeeds
to the trusts created by this Indenture any of the Securities have been
authenticated but not delivered, the successor to the Trustee may adopt the
certificate of authentication of the predecessor Trustee, and deliver the
Securities which were authenticated by the predecessor Trustee; and if at that
time any of the Securities have not been authenticated, the successor to the
Trustee may authenticate those Securities either in the name of the predecessor
or in its own name as the successor to the Trustee; and in either case the
certificates of authentication will have the full force provided in this
Indenture for certificates of authentication.

       

      SECTION 7.11 Eligibility;
Disqualification.

       

      The
Trustee shall at all times satisfy the requirements of Section 310(a)(1),
(2) and (5) of the TIA. The Trustee shall at all times have a combined
capital and surplus of at least $50 million as set forth in its most recent
published annual report of condition, which will be deemed for this paragraph to
be its combined capital and surplus. The Trustee is subject to Section 310(b) of
the TIA, including the optional provision permitted by the second sentence of
Section 310(b)(9) of the TIA.

       

      SECTION 7.12 Preferential Collection of Claims
Against the Company.

       

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

       

      ARTICLE
VIII

       

      DISCHARGE
OF INDENTURE

       

      SECTION 8.01 Satisfaction and Discharge of
Indenture.

       

      This
Indenture shall cease to be of further effect (except as to any surviving rights
of registration of transfer or exchange of Securities herein expressly provided
for), and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture,
when:

       

      
        
           


        

        
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      (a)           either:

       

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

       

      (ii)          all
such Securities not previously delivered to the Trustee for cancellation have
become due and payable (whether at stated maturity, early redemption or
otherwise);

       

      and, in
the case of clause (b) above, the Company has deposited, or caused to be
deposited, irrevocably with the Trustee as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for and
dedicated solely to the benefit of the Holders of Securities, cash in U.S.
dollars and/or U.S. Government Obligations which through the payment of interest
and principal in respect thereof, in accordance with their terms, will provide
(and without reinvestment and assuming no tax liability will be imposed on such
Trustee), not later than one day before the due date of any payment of money, an
amount in cash, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay principal of and interest on all the Securities
on the dates such payments of principal or interest are due to maturity or
redemption;

       

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

       

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

       

      Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 7.08 hereof shall survive, and, if money will
have been deposited with the Trustee pursuant to subclause (b) of clause
(i) of this Section, the obligations of the Trustee under
Sections 8.02 and 8.05 hereof shall survive.

       

      SECTION 8.02 Application of Trust Funds;
Indemnification.

       

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

       

      (b)           The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against U.S. Government Obligations deposited
pursuant to Sections 8.01, 8.03 or 8.04 hereof or the interest and
principal received in respect of such obligations other than any payable by or
on behalf of Holders.

       

      (c)           The
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any U.S. Government Obligations or money held by it as provided
in Sections 8.01, 8.03 or 8.04 hereof which, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, are
then in excess of the amount thereof which then would have been required to be
deposited for the purpose for which such U.S. Government Obligations or money
were deposited or received. This provision shall not authorize the sale by the
Trustee of any U.S. Government Obligations held under this
Indenture.

       

      
        
           


        

        
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      SECTION 8.03 Legal
Defeasance.

       

      The
Company shall be deemed to have been discharged from its obligations with
respect to all of the outstanding Securities of any series on the 91st day after
the date of the deposit referred to in subparagraph (a) hereof, and the
provisions of this Indenture, as it relates to such series of outstanding
Securities, shall no longer be in effect (and the Trustee, at the expense of the
Company, shall, upon the request of the Company, execute proper instruments
acknowledging the same), except as to:

       

      (a)           the
rights of Holders of Securities of such series to receive, solely from the trust
funds described in subparagraph (a) hereof, payments of the principal of or
interest on the outstanding Securities of such series on the date such payments
are due;

       

      (b)           the
Company’s obligations with respect to the Securities of such series under
Sections 2.04, 2.05, 2.07, 2.08 and 2.09 hereof; and

       

      (c)           the
rights, powers, trust and immunities of the Trustee hereunder and the duties of
the Trustee under Section 8.02 hereof and the duty of the Trustee to
authenticate Securities of such series issued on registration of transfer of
exchange;

       

      provided that the following
conditions shall have been satisfied:

       

      (i)           the
Company shall have deposited, or caused to be deposited, irrevocably with the
Trustee as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for and dedicated solely to the
benefit of the Holders of such series of Securities, cash in U.S. dollars and/or
U.S. Government Obligations which through the payment of interest and principal
in respect thereof, in accordance with their terms, will provide (and without
reinvestment and assuming no tax liability will be imposed on such Trustee), not
later than one day before the due date of any payment of money, an amount in
cash, sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, to pay principal of and interest on all the Securities of such series
on the dates such payments of principal or interest are due to maturity or
redemption;

       

      (ii)          such
deposit will not result in a breach or violation of, or constitute a Default
under, this Indenture;

       

      (iii)         no
Default or Event of Default with respect to such series of Securities shall have
occurred and be continuing on the date of such deposit and 91 days shall
have passed after the deposit has been made, and, during such 91 day
period, no Default specified in Section 6.01(iv) or (v) hereof with
respect to the Company occurs which is continuing at the end of such
period;

       

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

       

      
        
           


        

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

       

      (vi)         such
deposit shall not result in the trust arising from such deposit constituting an
“investment company” (as defined in the Investment Company Act of 1940, as
amended), or such trust shall be qualified under such Act or exempt from
regulation thereunder; and

       

      (vii)        the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent relating to the
defeasance contemplated by this Section 8.03 have been complied
with.

       

      SECTION 8.04 Covenant
Defeasance.

       

      On and
after the 91st day after the date of the deposit referred to in subparagraph (a)
hereof, the Company may omit to comply with any term, provision or condition set
forth under Sections 4.03(a), 4.04 and 4.05 hereof as well as any
additional covenants contained in a supplemental indenture hereto (and the
failure to comply with any such provisions shall not constitute a Default or
Event of Default under Section 6.01 hereof) and the occurrence of any event
described in clause (iii) of Section 6.01 hereof shall not constitute
a Default or Event of Default hereunder, with respect to any series of
Securities, provided
that the following conditions shall have been satisfied:

       

      (a)           with
reference to this Section 8.04, the Company has deposited, or caused to be
deposited, irrevocably (except as provided in Section 8.05 hereof) with the
Trustee as trust funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such series of Securities,
cash in U.S. dollars and/or U.S. Government Obligations which through the
payment of principal and interest in respect thereof, in accordance with their
terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one
day before the due date of any payment of money, an amount in cash, sufficient,
in the opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay principal and interest on all the Securities of such series on
the dates such payments of principal and interest are due to maturity or
redemption;

       

      (b)           such
deposit will not result in a breach or violation of, or constitute a Default
under, this Indenture;

       

      (c)           no
Default or Event of Default with respect to such series of Securities shall have
occurred and be continuing on the date of such deposit and 91 days shall
have passed after the deposit has been made, and, during such 91 day
period, no Default specified in Section 6.01(iv) or (v) hereof with
respect to the Company occurs which is continuing at the end of such
period;

       

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

       

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

       

      
        
           


        

        
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      (f)           such
deposit shall not result in the trust arising from such deposit constituting an
“investment company” (as defined in the Investment Company Act of 1940, as
amended), or such trust shall be qualified under such Act or exempt from
regulation thereunder; and

       

      (g)           the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to the defeasance contemplated by this Section 8.04 have been
complied with.

       

      SECTION 8.05 Repayment to
Company.

       

      The
Trustee and the Paying Agent shall pay to the Company upon request any money
held by them for the payment of principal or interest that remains unclaimed for
two (2) years after the date upon which such payment shall have become due.
After payment to the Company, Holders entitled to the money must look to the
Company for payment as general creditors unless an applicable abandoned property
law designates another Person.

       

      SECTION 8.06 Reinstatement.

       

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

       

      ARTICLE
IX

       

      AMENDMENTS,
SUPPLEMENTS AND WAIVERS

       

      SECTION
9.01 Without
Consent of Holders.

       

      Without
the consent of any Holder, the Company and the Trustee may, at any time, amend
this Indenture, the Securities to:

       

      (a)           cure
any ambiguity, defect or inconsistency, provided that such change does not
adversely affect the rights hereunder of any Holder in any material
respect;

       

      (b)           provide
for uncertificated Securities in addition to or in place of certificated
Securities or to alter the provisions of Article II hereof (including the
related definitions) in a manner that does not materially adversely affect any
Holder;

       

      (c)           provide
for the assumption of the Company’s obligations to the Holders of Securities in
the case of a merger, consolidation or sale or other disposition of assets
pursuant to Article V hereof;

       

      (d)           comply
with requirements of the SEC in order to effect or maintain the qualification of
this Indenture under the TIA, provided that such change does not adversely
affect the rights hereunder of any Holder in any material respect;

       

      
        
           


        

        
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      (e)           add
to the covenants of the Company and any other restrictions, conditions or
provisions for the benefit of the Holders, to make the occurrence, or the
occurrence and the continuance, of a Default under any such additional
covenants, restrictions, conditions or provisions an Event of Default under this
Indenture, or to surrender any right or power herein conferred upon the
Company;

       

      (f)           add
to, delete from or revise the conditions, limitations, and restrictions on the
authorized amount, terms, or purposes of issue, or authentication and delivery
of Securities, provided that such change does not adversely affect the rights
hereunder of any Holder in any material respect;

       

      (g)           secure
the Securities of any series;

       

      (h)           make
appropriate provision in connection with the appointment of any successor
Trustee; or

       

      (i)      
     make any other change that does not adversely
affect in any material respect the rights hereunder of any Holder.

       

      Upon the
request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental Indenture, and
upon receipt by the Trustee of the documents described in Section 7.02
hereof, the Trustee shall join with the Company in the execution of any amended
or supplemental Indenture authorized or permitted by the terms of this 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 such
amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

       

      SECTION 9.02 With Consent of
Holders.

       

      Except as
provided below in this Section 9.02, this Indenture, the Securities may be
amended or supplemented, and noncompliance in any particular instance with any
provision of this Indenture or the Securities may be waived, in each case with the written consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Securities affected thereby;
provided, however ,
that any amendment to or supplement of this Indenture or the Securities that by
its terms affects the rights of Holders of any series of then outstanding
Securities but not the others series may be effected, and any default or
compliance with any provision of this Indenture affecting the Holders of any
series of then outstanding Securities but not the other series may be waived,
with the consent of at least a majority in aggregate principal amount of the
Securities of the affected series.

       

      Without
the consent of each Holder of Securities that is affected thereby, an amendment
or waiver under this Section 9.02 may not:

       

      (a)           reduce
the aggregate principal amount of Securities of any series the Holders of which
must consent to an amendment, supplement modification or waiver of any provision
of this Indenture;

       

      (b)           reduce
the rate of or extend the time for payment of interest on any series of
Securities;

       

      (c)           reduce
the principal of or change the stated maturity of any series of
Securities;

       

      (d)           change
the date on which any Security of any of series may be subject to redemption, or
reduce the premium payable upon the redemption or repurchase
thereof;

       

      (e)           make
any Security of any series payable in currency other than that stated in the
Security;

       

      
        
           


        

        
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      (f)           modify
or change any provision of this Indenture affecting the ranking of the
Securities of any series in a manner which adversely affects the Holders
thereof;

       

      (g)           modify
or make any change in Article XII which adversely affects the rights of any
Holder;

       

      (h)           impair
the right of any Holder of Securities to institute suit for the enforcement of
any payment in or with respect to any such series of Securities; or

       

      (i)         
  make any change in the foregoing amendment and waiver provisions
which require each Holder’s consent.

       

      It shall
not be necessary for the consent of the Holders under this Section 9.02 to
approve the particular form of any proposed amendment or waiver, but it shall be
sufficient if such consent approves the substance thereof.

       

      After an
amendment or waiver under this Section 9.02 becomes effective, the Company
shall mail to Holders affected thereby a notice briefly describing the amendment
or waiver. Any failure of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such amended or supplemental indenture or waiver.

       

      SECTION
9.03 Compliance
with Trust Indenture Act.

       

      Every
amendment to this Indenture or the Securities shall be set forth in a
supplemental indenture that complies with the TIA as then in
effect.

       

      SECTION 9.04 Revocation and Effect of
Consents.

       

      Until an
amendment, supplement modification or waiver becomes effective, a consent to it
by a Holder is a continuing consent by the Holder and every subsequent Holder of
a Security or portion of a Security that evidences the same debt as the
consenting Holder’s Security, even if notation of the consent is not made on any
Security; provided,
however, that unless a record date shall have been established pursuant
to Section 2.16 hereof, any such Holder or subsequent Holder may revoke the
consent as to its Security or portion of a Security if the Trustee receives
written notice of revocation before the date the amendment, supplement,
modification or waiver becomes effective. An amendment, supplement modification
or waiver becomes effective on receipt by the Trustee of consents from the
Holders of the requisite percentage principal amount of the outstanding
Securities, and thereafter shall bind every Holder of Securities; provided, however, if the
amendment, supplement modification or waiver makes a change described in any of
the clauses (i) through (viii) of Section 9.02 hereof, the
amendment, supplement, modification or waiver shall bind only each Holder of a
Security which has consented to it and every subsequent Holder of a Security or
portion of a Security that evidences the same indebtedness as the consenting
Holder’s Security.

       

      SECTION 9.05 Notation on or Exchange of
Securities.

       

      If an
amendment, supplement, modification or waiver changes the terms of a
Security:

       

      (a)           the
Trustee may require the Holder of a Security to deliver such Security to the
Trustee, the Trustee may place an appropriate notation on the Security about the
changed terms and return it to the Holder and the Trustee may place an
appropriate notation on any Security thereafter authenticated; or

       

      
        
           


        

        
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      (b)           if
the Company or the Trustee so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms.

       

      Failure
to make the appropriate notation or issue a new Security shall not affect the
validity and effect of such amendment, supplement or waiver.

       

      SECTION 9.06 Trustee to Sign Amendment,
etc.

       

      The
Trustee shall sign any amendment authorized pursuant to this Article IX if
the amendment does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may but need not sign it. In
signing or refusing to sign such amendment, the Trustee shall be provided with
and shall be fully protected in relying upon an Officers’ Certificate and an
Opinion of Counsel as conclusive evidence that such amendment is authorized or
permitted by this Indenture.

       

      ARTICLE
X

       

      CONVERSION
OR EXCHANGE OF SECURITIES

       

      SECTION
10.01         Provisions Relating to Conversion or
Exchange of Securities.

       

      Any
rights which Holders of Securities of a series will have to convert those
Securities into other securities of the Company or to exchange those Securities
for securities of other Persons or other assets, including but not limited to
the terms of the conversion or exchange and the circumstances, if any, under
which those terms will be adjusted to prevent dilution or otherwise, will be set
forth in an Indenture supplemental hereto relating to the series of Securities.
In the absence of provisions in a supplemental Indenture relating to a series of
Securities setting forth rights to convert or exchange the Securities of that
series into or for other securities or assets, Holders of the Securities of that
series will not have any such rights.

       

      ARTICLE
XI

       

      SINKING
OR PURCHASE FUNDS

       

      SECTION
11.01         Provisions Relating to Sinking or
Purchase Funds.

       

      Any
requirements that the Company make, or rights of the Company to make at its
option, payments prior to maturity of the Securities of a series which will be
used as a fund with which to redeem or to purchase Securities of that series,
including but not limited to provisions regarding the amount of the payments,
when the Company will be required, or will have the option, to make the payments
and when the payments will be applied, will be set forth in an Indenture
supplemental hereto relating to the series of Securities. In the absence of
provisions in a supplemental Indenture relating to a series of Securities
setting forth requirements that the Company make, or rights of the Company to
make at its option, payments to be used as a fund with which to redeem or
purchase Securities of the series, the Company will not be subject to any such
requirements and will not have any such rights. However, unless otherwise
specifically provided in a supplemental Indenture relating to a series of
Securities, the Company will at all times have the right to purchase Securities
from Holders in market transactions or otherwise.

       

      ARTICLE
XII

       

      SUBORDINATION

       

      SECTION
12.01         Securities Subordinated to Senior
Indebtedness.

       

      Notwithstanding
the provisions of Sections 6.02 and 6.03 hereof, the Company covenants and
agrees, and the Trustee and each Holder of the Securities by his acceptance
thereof likewise covenants and agrees, that all payments of the principal of,
premium, if any, and interest on Securities issued hereunder shall be
subordinated, to the extent set forth in an indenture supplemental hereto
relating to the Securities of that series and in accordance with the provisions
of this Article XII, to the prior payment in full of all Obligations with
respect to Senior Indebtedness, whether outstanding at the date of this
Indenture or thereafter incurred.

       

      
        
           


        

        
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      SECTION
12.02         Priority and Payment Over of
Proceeds in Certain Events.

       

      (a)           Upon
any payment or distribution of assets or securities of the Company, as the case
may be, of any kind or character, whether in cash, property or securities, upon
any dissolution or winding up or total or partial liquidation or reorganization
of the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all Obligations with respect to Senior
Indebtedness shall first be indefeasibly paid in full in cash, or payment
provided for in cash or cash equivalents, before the Holders or the Trustee on
behalf of the Holders shall be entitled to receive any payment of principal of
or interest on the Securities or distribution of any assets or securities.
Before any payment may be made by the Company of the principal of or interest on
the Securities pursuant to the provisions of the previous sentence, and upon any
such dissolution or winding up or liquidation or reorganization, any payment or
distribution of assets or securities of the Company of any kind or character,
whether in cash, property or securities, to which the Holders or the Trustee on
their behalf would be entitled, except for the provisions of this
Article XII, shall be made by the Company or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other person making such payment or
distribution, directly to the holders of the Senior Indebtedness or their
representatives to the extent necessary to pay all such Senior Indebtedness in
full after giving effect to any concurrent payment or distribution to the
holders of such Senior Indebtedness.

       

      Nothing
contained in this Article XII shall limit the right of the Trustee or the
Holders of Securities to take any action to accelerate the maturity of the
Securities pursuant to Section 6.02 or to pursue any rights or remedies
hereunder; provided that all Obligations with respect to Senior Indebtedness
then or thereafter due or declared to be due shall first be paid in full before
the Holders or the Trustee are entitled to receive any payment from the Company
of principal of or interest on the Securities.

       

      Upon any
payment or distribution of assets or securities referred to in this
Article XII, the Trustee and the Holders shall be entitled to rely upon any
order or decree of a court of competent jurisdiction in which such dissolution,
winding up, liquidation or reorganization proceedings are pending and upon a
certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent
or other person making any such payment or distribution, delivered to the
Trustee for the purpose of ascertaining the persons entitled
to participate in such distribution, the holders of Senior Indebtedness and
other Indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XII.

       

      SECTION
12.03         Payments May Be Paid Prior to
Dissolution.

       

      Nothing
contained in this Article XII or elsewhere in this Indenture shall prevent
the Company, except under the conditions described in Section 12.02, from
making payments at any time for the purpose of making such payments of principal
of and interest on the Securities, or from depositing with the Trustee any
moneys for such payments. The Company shall give prompt written notice to the
Trustee of any dissolution, winding up, liquidation or reorganization of the
Company.

       

      SECTION
12.04         Rights of Holders of Senior
Indebtedness Not to Be Impaired.

       

      No right
of any present or future holder of any Senior Indebtedness to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act in good faith by any such holder, or by
any noncompliance by the Company, with the terms and provisions and covenants
herein regardless of any knowledge thereof any such holder may have or otherwise
be charged with.

       

      
        
           


        

        
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      The
provisions of this Article XII are intended to be for the benefit of, and
shall be enforceable directly by, the holders of the Senior
Indebtedness.

       

      SECTION
12.05         Authorization to Trustee to Take
Action to Effectuate Subordination.

       

      Each
Holder of Securities by his acceptance thereof authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate, as between the holders of Senior Indebtedness and the Holders, the
subordination as provided in this Article XII and appoints the Trustee his
attorney-in-fact for any and all such purposes.

       

      Distribution
or Notice to Representative.

       

      Whenever
a distribution is to be made or a notice given to holders or owners of Senior
Indebtedness, the distribution may be made and the notice given to their
representative.

       

      SECTION
12.06         Subrogation.

       

      Upon the
payment in full of all Obligations in respect of Senior Indebtedness, the
Holders shall be subrogated to the rights of the holders of such Senior
Indebtedness to receive payments or distributions of assets of the Company to
the holders of Senior Indebtedness until the principal of, premium, if any, and
interest on the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders would be
entitled except for the provisions of this Article XII, and no payment over
pursuant to the provisions of this Article XII to the
holders of Senior Indebtedness by the Holders, shall, as among the Company, its
creditors other than the holders of Senior Indebtedness and the Holders, be
deemed to be a payment or distribution by the Company to or on account of Senior
Indebtedness.

       

      The
provisions of this Article XII are and are intended solely for the purpose
of defining the relative rights of the Holders, on the one hand, and the holders
of Senior Indebtedness, on the other hand.

       

      If any
payment or distribution to which the Holders would otherwise have been entitled
but for the provisions of this Article XII shall have been applied,
pursuant to the provisions of this Article XII, to the payment of all
amounts payable under Senior Indebtedness, then and in such case, the Holders
shall be entitled to receive from the holders of such Senior Indebtedness at the
time outstanding any payments or distributions received by such holders of
Senior Indebtedness in excess of the amount sufficient to pay all Obligations in
respect of Senior Indebtedness in full.

       

      SECTION
12.07         Obligations of Company
Unconditional.

       

      Nothing
contained in this Article XII or elsewhere in this Indenture or in any
Security is intended to or shall impair, as between the Company and the Holders,
the obligations of the Company, which are absolute and unconditional, to pay to
the Holders the principal of, premium, if any, and interest on the Securities as
and when the same shall become due and payable in accordance with their terms or
is intended to nor shall affect the relative rights of the Holders and creditors
of the Company other than the holders of Senior Indebtedness, nor shall anything
herein or therein prevent the Trustee or any Holder from exercising all remedies
otherwise permitted by applicable law upon Default under this Indenture, subject
to the rights, if any, under this Article XII of the holders of such Senior
Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy.

       

      
        
           


        

        
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      The
failure to make a payment on account of principal of, premium, if any, or
interest on the Securities by reason of any provision of this Article XII
shall not be construed as preventing the occurrence of an Event of Default under
Section 6.01.

       

      SECTION
12.08         Trustee Entitled to Assume Payments
Not Prohibited in Absence of Notice.

       

      The
Company shall give prompt written notice to the Trustee of any fact known to the
Company which would prohibit the making of any payment to or by the Trustee in
respect of the Securities. Neither the Trustee nor the Paying Agent shall at any
time be charged with the knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee or the Paying Agent,
unless and until the Trustee or Paying Agent shall have received written notice
thereof from the Company or one or more holders of Senior Indebtedness or from
any representative therefor; and, prior to the receipt of any such written
notice, the Trustee or Paying Agent shall be entitled to assume conclusively
that no such facts exist. Unless at least two (2) Business Days prior to the
date on which by the terms of this Indenture any moneys are to be deposited by
the Company with the Trustee or any Paying Agent (whether or not in trust) for
any purpose (including, without limitation, the payment of
the principal of or the interest on any Security), the Trustee or Paying Agent
shall have received with respect to such moneys the notice provided for in the
preceding sentence, the Trustee or Paying Agent shall have full power and
authority to receive such moneys and to apply the same to the purpose for which
they were received and shall not be affected by any notice to the contrary which
may be received by it on or after such date. Nothing contained in this
Section 12.09 or Section 12.03 shall limit the right of the holders of
Senior Indebtedness to recover payments as contemplated by Section 12.02.
The Trustee shall be entitled to rely on the delivery to it of a written notice
by a person representing himself or itself to be a holder of such Senior
Indebtedness (or a trustee on behalf of, or representative of, such holder) to
establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee or representative on behalf of any such holder. In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article XII, the Trustee may request such person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such person, the extent to which such person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such person under this Article XII, and if such evidence is not furnished,
the Trustee may defer any payment which it may be required to make for the
benefit of such person pursuant to the terms of this Indenture pending judicial
determination as to the rights of such person to receive such
payment.

       

      The
Trustee shall not be deemed to owe any duty to the holders of Senior
Indebtedness and shall not be liable to any such holders if the Trustee shall in
good faith mistakenly pay over or distribute to Holders of Securities or to the
Company or to any other person cash, property or securities to which any holders
of Senior Indebtedness shall be entitled by virtue of this Article XII or
otherwise. With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants or obligations as
are specifically set forth in this Article XII and no implied covenants or
obligations with respect to holders of Senior Indebtedness shall be read into
this Indenture against the Trustee.

       

      SECTION
12.09         Right of Trustee to Hold Senior
Indebtedness.

       

      The
Trustee and any Agent shall be entitled to all of the rights set forth in this
Article XII in respect of any Senior Indebtedness at any time held by it to
the same extent as any other holder of such Senior Indebtedness, and nothing in
this Indenture shall be construed to deprive the Trustee or any Agent of any of
its rights as such holder. Nothing in this Article XII shall apply to
claims of, or payments to, the Trustee under or pursuant to
Section 7.07.

       

      
        
           


        

        
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      ARTICLE
XIII

       

      MISCELLANEOUS

       

      SECTION
13.01         Trust Indenture Act
Controls.

       

      This
Indenture is subject to the provisions of the TIA which are required to be part
of this Indenture, and shall, to the extent applicable, be governed by such
provisions.

       

      SECTION
13.02         Notices.

       

      Any
notice or communication to the Company or the Trustee is duly given if in
writing and delivered in person or mailed by first-class mail to the address set
forth below:

       

      If to the
Company:

       

      
        
          
            
              	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                      Attention:

                    	 
      	 
      


            

          

        

      

       

      with a
copy to:

       

      
        	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                Attention:

              	 
      	 
      


      

       

      If to the
Trustee:

       

      
        	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                Attention:

              	 
      	 
      


      

       

      The
Company or the Trustee, by notice to the other, may designate additional or
different addresses for subsequent notices or communications.

       

      Any
notice or communication to a Holder shall be mailed by first-class mail to his
address shown on the Register kept by the Registrar. Failure to mail a notice or
communication to a Holder or any defect in such notice or communication shall
not affect its sufficiency with respect to other Holders.

       

      If a
notice or communication is mailed or sent in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it,
except that notice to the Trustee shall only be effective upon receipt thereof
by the Trustee.

       

      If by
reason of the suspension of regular mail service, or by reason of any other
cause, it is impossible to mail any notice as required by this Indenture or any
supplemental indenture, then any method of notification which is approved by the
Trustee will constitute a sufficient mailing of the notice.

       

      
        
           


        

        
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      If the
Company mails a notice or communication to Holders, it shall mail a copy to the
Trustee and each Agent at the same time.

       

      SECTION
13.03         Communication by Holders with Other
Holders.

       

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

       

      SECTION
13.04         Certificate and Opinion as to
Conditions Precedent.

       

      Upon any
request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee:

       

      (a)           an
Officers’ Certificate (which shall include the statements set forth in Section
13.05 hereof) stating that, in the opinion of the signers, all conditions
precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been complied with;

       

      (b)           an
Opinion of Counsel (which shall include the statements set forth in Section
13.05 hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been complied with; and

       

      (c)           such
other opinions and certificates as may be required by applicable provisions of
this Indenture or an applicable supplemental indenture.

       

      SECTION
13.05         Statements Required in Certificate
or Opinion.

       

      Each
certificate (other than certificates provided pursuant to Section 4.04
hereof) or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

       

      (a)           a
statement that each individual signing such certificate or opinion has read such
covenant or condition;

       

      (b)           a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;

       

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

       

      (d)           a
statement as to whether or not, in the opinion of each such person, such
condition or covenant has been complied with; provided, however, that with
respect to matters of fact, an Opinion of Counsel may rely on an Officers’
Certificate or certificate of public officials.

       

      SECTION
13.06         Rules by Trustee and
Agents.

       

      The
Trustee may make reasonable rules for action by or for a meeting of Holders. The
Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions.

       

      
        
           


        

        
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      SECTION
13.07         Legal Holidays.

       

      A “Legal
Holiday” is a Saturday, a Sunday or a day on which banking institutions
in The City of New York are not required or authorized to be open. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period.

       

      SECTION
13.08         Duplicate
Originals.

       

      The
parties may sign any number of copies of this Indenture. One signed copy is
enough to prove this Indenture.

       

      SECTION
13.09         Governing Law.

       

      This
Indenture, each supplemental indenture and the Securities shall be governed by,
and construed in accordance with, the laws of the State of New
York.

       

      SECTION
13.10        No Adverse Interpretation of Other
Agreements.

       

      This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or any of its Subsidiaries. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

       

      SECTION
13.11        Successors.

       

      All
agreements of the Company under the Securities and this Indenture shall bind
their respective successors. All agreements of the Trustee in this Indenture
shall bind its successor.

       

      SECTION
13.12        Severability.

       

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

       

      SECTION
13.13        Counterpart
Originals.

       

      This
Indenture may be signed in one or more counterparts. Each signed copy shall be
an original, but all of them together represent the same agreement.

       

      SECTION
13.14        Submission to
Jurisdiction.

       

      By the
execution and delivery of this Indenture, the Company submits to the
nonexclusive jurisdiction of any federal or state court in the State of New York
with respect to all matters related to this Indenture, any supplemental
indenture and the Securities.

       

      SECTION
13.15        Waiver of Jury
Trial.

       

      EACH OF
THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE
TRANSACTION CONTEMPLATED HEREBY.

       

      
        
           


        

        
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      SECTION
13.16        Force Majeure.

       

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

       

      SECTION
13.17        Supplemental Indentures
Contract..

       

      If any
provision of a supplemental indenture to this Indenture relating to a series of
Securities is inconsistent with any provision of this Indenture, the provisions
of the supplemental indenture will control with regard to the Securities of the
series to which it relates.

       

      SECTION
13.18        Table of Contents, Headings,
etc.

       

      The table
of contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only. They are
not to be considered a part of this Indenture, and will in no way modify or
restrict any of the terms or provisions of this Indenture.

       

      SECTION
13.19        When Treasury Securities
Disregarded.

       

      In
determining whether the Holders of the required principal amount of Securities
have concurred in any direction, waiver or consent, Securities owned by the
Company, or anyone under direct or indirect control or under direct or indirect
common control with the Company will be disregarded and deemed not to be
outstanding, except that for the purposes of determining whether the Trustee
will be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee knows are so owned will be so disregarded.
Securities so owned which have been pledged in good faith will not be
disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right to act with respect to the Securities and that the pledgee is
not the Company or a person directly or indirectly controlling or controlled by,
or under common control with, the Company. Nothing in this Section 13.19 will be
construed as requiring that the Company furnish to the Trustee any evidence of
compliance with the conditions and covenants provided for in the Indenture other
than the evidence specified in this Section 13.19.

       

      
        
           


        

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

       

      
        
          
            	 
      	
                    ZST
      DIGITAL NETWORKS, INC.

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      	 
      
	 
      	
                    Name:

                  	 
      
	 
      	
                    Title:

                  	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      	 
      
	 
      	
                    Name:

                  	 
      
	 
      	
                    Title:

                  	 
      


          

        

      

       

      
        
           


        

        
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