Exhibit
4.4

       

      INDENTURE

      between

       ZBB
Energy Corporation

      and

      [________]

      TRUSTEE

       

      Dated
as of [________]

       

      Providing
for Issuance of

      Debt
Securities in Series

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Reconciliation
and tie between Indenture, dated as of ______________, and the Trust Indenture
Act of 1939, as amended.

       

      
        
          
            
              
                
                  	
                          Trust
      Indenture Act of 1939

                          Section

                        	 
      	
                          Indenture
      Section

                        
	
                          310 
      (a)(1)

                        	 
      	
                          6.11

                        
	
                          (a)(2)

                        	 
      	
                          6.11

                        
	
                          (a)(3)

                        	 
      	
                          TIA

                        
	
                          (a)(4)

                        	 
      	
                          Not
      Applicable

                        
	
                          (a)(5)

                        	 
      	
                          TIA

                        
	
                          (b)

                        	 
      	
                          6.9;
      6.11; TIA

                        
	 
      	 
      	 
      
	
                          311 
      (a)

                        	 
      	
                          TIA

                        
	
                          (b)

                        	 
      	
                          TIA

                        
	 
      	 
      	 
      
	
                          312 
      (a)

                        	 
      	
                          6.7

                        
	
                          (b)

                        	 
      	
                          TIA

                        
	
                          (c)

                        	 
      	
                          TIA

                        
	 
      	 
      	 
      
	
                          313 
      (a)

                        	 
      	
                          6.6;
      TIA

                        
	
                          (b)

                        	 
      	
                          TIA

                        
	
                          (c)

                        	 
      	
                          6.6;
      TIA

                        
	
                          (d)

                        	 
      	
                          6.6

                        
	 
      	 
      	 
      
	
                          314 
      (a)

                        	 
      	
                          9.6;
      9.7; TIA

                        
	
                          (b)

                        	 
      	
                          Not
      Applicable

                        
	
                          (c)(1)

                        	 
      	
                          1.2

                        
	
                          (c)(2)

                        	 
      	
                          1.2

                        
	
                          (c)(3)

                        	 
      	
                          Not
      Applicable

                        
	
                          (d)

                        	 
      	
                          Not
      Applicable

                        
	
                          (e)

                        	 
      	
                          1.2

                        
	
                          (f)

                        	 
      	
                          TIA

                        
	 
      	 
      	 
      
	
                          315 
      (a)

                        	 
      	
                          TIA

                        
	
                          (b)

                        	 
      	
                          6.5

                        
	
                          (c)

                        	 
      	
                          6.1

                        
	
                          (d)(1)

                        	 
      	
                          TIA

                        
	
                          (d)(2)

                        	 
      	
                          TIA

                        
	
                          (d)(3)

                        	 
      	
                          TIA

                        
	
                          (e)

                        	 
      	
                          TIA

                        
	 
      	 
      	 
      
	
                          316 
      (a)(1)(A)

                        	 
      	
                          5.8

                        
	
                          (a)(1)(B)

                        	 
      	
                          5.7

                        
	
                          (b)

                        	 
      	
                          5.2;
      5.10

                        
	
                          (c)

                        	 
      	
                          TIA

                        
	 
      	 
      	 
      
	
                          317 
      (a)(1)

                        	 
      	
                          5.3

                        
	
                          (a)(2)

                        	 
      	
                          5.4

                        
	
                          (b)

                        	 
      	
                          9.3

                        
	 
      	 
      	 
      
	
                          318 
      (a)

                        	 
      	
                          1.11

                        
	
                          (b)

                        	 
      	
                          TIA

                        
	
                          (c)

                        	 
      	
                          1.11;
      TIA

                        
	 
      	 
      	 
      


                

              

            

          

        

      

       Note:  This
Cross-Reference Table shall not, for any purpose, be deemed to be part of the
Indenture.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE OF CONTENTS

       

      
        
          
            	 
      	
                    Page

                  
	 	 
	
                    ARTICLE
      I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  	
                    1

                  
	 
      	 
      
	
                    Section
      1.1. DEFINITIONS

                  	
                    1

                  
	
                    Section
      1.2. COMPLIANCE CERTIFICATES AND OPINIONS

                  	
                    8

                  
	
                    Section
      1.3. FORM OF DOCUMENTS DELIVERED TO TRUSTEE

                  	
                    9

                  
	
                    Section
      1.4. ACTS OF HOLDERS

                  	
                    9

                  
	
                    Section
      1.5. NOTICES, ETC., TO TRUSTEE AND COMPANY

                  	
                    11

                  
	
                    Section
      1.6. NOTICE TO HOLDERS; WAIVER

                  	
                    11

                  
	
                    Section
      1.7. HEADINGS AND TABLE OF CONTENTS

                  	
                    12

                  
	
                    Section
      1.8. SUCCESSOR AND ASSIGNS

                  	
                    12

                  
	
                    Section
      1.9. SEPARABILITY

                  	
                    13

                  
	
                    Section
      1.10. BENEFITS OF INDENTURE

                  	
                    13

                  
	
                    Section
      1.11. GOVERNING LAW

                  	
                    13

                  
	
                    Section
      1.12. LEGAL HOLIDAYS

                  	
                    13

                  
	
                    Section
      1.13. NO RECOURSE AGAINST OTHERS

                  	
                    13

                  
	 
      	 
      
	
                    ARTICLE
      II SECURITY FORMS

                  	
                    14

                  
	 
      	 
      
	
                    Section
      2.1. FORMS GENERALLY

                  	
                    14

                  
	
                    Section
      2.2. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION

                  	
                    14

                  
	
                    Section
      2.3. SECURITIES IN GLOBAL FORM

                  	
                    15

                  
	
                    Section
      2.4. FORM OF LEGEND FOR SECURITIES IN GLOBAL FORM

                  	
                    15

                  
	 
      	 
      
	
                    ARTICLE
      III THE SECURITIES

                  	
                    16

                  
	 
      	 
      
	
                    Section
      3.1. AMOUNT UNLIMITED; ISSUABLE IN SERIES

                  	
                    16

                  
	
                    Section
      3.2. DENOMINATIONS

                  	
                    20

                  
	
                    Section
      3.3. EXECUTION, AUTHENTICATION, DELIVERY AND DATING

                  	
                    20

                  
	
                    Section
      3.4. TEMPORARY SECURITIES

                  	
                    23

                  
	
                    Section
      3.5. REGISTRATION, TRANSFER AND EXCHANGE

                  	
                    23

                  
	
                    Section
      3.6. REPLACEMENT SECURITIES

                  	
                    27

                  
	
                    Section
      3.7. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED

                  	
                    28

                  
	
                    Section
      3.8. PERSONS DEEMED OWNERS

                  	
                    29

                  
	
                    Section
      3.9. CANCELLATION

                  	
                    30

                  
	
                    Section
      3.10. COMPUTATION OF INTEREST

                  	
                    30

                  
	
                    Section
      3.11. CURRENCY AND MANNER OF PAYMENT IN RESPECT OF
    SECURITIES

                  	
                    30

                  
	
                    Section
      3.12. APPOINTMENT AND RESIGNATION OF EXCHANGE RATE AGENT

                  	
                    35

                  
	
                    Section
      3.13. WIRE TRANSFERS

                  	
                    35

                  
	
                    Section
      3.14. CUSIP NUMBERS

                  	
                    36

                  


          

        

      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  ARTICLE
      IV SATISFACTION, DISCHARGE AND DEFEASANCE

                	
                  36

                
	 
      	 
      
	
                  Section
      4.1. TERMINATION OF COMPANY’S OBLIGATIONS UNDER THE
    INDENTURE

                	
                  36

                
	
                  Section
      4.2. APPLICATION OF TRUST FUNDS

                	
                  37

                
	
                  Section
      4.3. APPLICABILITY OF DEFEASANCE PROVISIONS; COMPANY’S OPTION TO EFFECT
      DEFEASANCE OR COVENANT DEFEASANCE

                	
                  37

                
	
                  Section
      4.4. DEFEASANCE AND DISCHARGE

                	
                  38

                
	
                  Section
      4.5. COVENANT DEFEASANCE

                	
                  38

                
	
                  Section
      4.6. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE

                	
                  38

                
	
                  Section
      4.7. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN
      TRUST

                	
                  40

                
	
                  Section
      4.8. REPAYMENT TO COMPANY

                	
                  41

                
	
                  Section
      4.9. INDEMNITY FOR GOVERNMENT OBLIGATIONS

                	
                  41

                
	 
      	 
      
	
                  ARTICLE
      V DEFAULTS AND REMEDIES

                	
                  41

                
	 
      	 
      
	
                  Section
      5.1. EVENTS OF DEFAULT

                	
                  41

                
	
                  Section
      5.2. ACCELERATION; RESCISSION AND ANNULMENT

                	
                  42

                
	
                  Section
      5.3. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
      TRUSTEE

                	
                  42

                
	
                  Section
      5.4. TRUSTEE MAY FILE PROOFS OF CLAIM

                	
                  43

                
	
                  Section
      5.5. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
      SECURITIES

                	
                  43

                
	
                  Section
      5.6. DELAY OR OMISSION NOT WAIVER

                	
                  43

                
	
                  Section
      5.7. WAIVER OF PAST DEFAULTS

                	
                  43

                
	
                  Section
      5.8. CONTROL BY MAJORITY

                	
                  44

                
	
                  Section
      5.9. LIMITATION ON SUITS BY HOLDERS

                	
                  44

                
	
                  Section
      5.10. RIGHTS OF HOLDERS TO RECEIVE PAYMENT

                	
                  44

                
	
                  Section
      5.11. APPLICATION OF MONEY COLLECTED

                	
                  45

                
	
                  Section
      5.12. RESTORATION OF RIGHTS AND REMEDIES

                	
                  46

                
	
                  Section
      5.13. RIGHTS AND REMEDIES CUMULATIVE

                	
                  46

                
	 
      	 
      
	
                  ARTICLE
      VI THE TRUSTEE

                	
                  46

                
	 
      	
                   
      

                
	
                  Section
      6.1. RIGHTS OF TRUSTEE

                	
                  46

                
	
                  Section
      6.2. TRUSTEE MAY HOLD SECURITIES

                	
                  48

                
	
                  Section
      6.3. MONEY HELD IN TRUST

                	
                  48

                
	
                  Section
      6.4. TRUSTEE’S DISCLAIMER

                	
                  48

                
	
                  Section
      6.5. NOTICE OF DEFAULTS

                	
                  48

                
	
                  Section
      6.6. REPORTS BY TRUSTEE TO HOLDERS

                	
                  49

                
	
                  Section
      6.7. SECURITY HOLDER LISTS

                	
                  49

                
	
                  Section
      6.8. COMPENSATION AND INDEMNITY

                	
                  49

                
	
                  Section
      6.9. SEPARATE TRUSTEE; REPLACEMENT OF TRUSTEE

                	
                  50

                
	
                  Section
      6.10. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR

                	
                  52

                
	
                  Section
      6.11. ELIGIBILITY; DISQUALIFICATION

                	
                  53

                
	
                  Section
      6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
      BUSINESS

                	
                  53

                
	
                  Section
      6.13. APPOINTMENT OF AUTHENTICATING AGENT

                	
                  53

                


        

      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  ARTICLE
      VII CONSOLIDATION, MERGER OR SALE BY THE COMPANY

                	
                  55

                
	 
      	 
      
	
                  Section
      7.1. CONSOLIDATION, MERGER OR SALE OF ASSETS

                	
                  55

                
	 
      	 
      
	
                  ARTICLE
      VIII SUPPLEMENTAL INDENTURES

                	
                  55

                
	 
      	 
      
	
                  Section
      8.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS

                	
                  55

                
	
                  Section
      8.2. WITH CONSENT OF HOLDERS

                	
                  57

                
	
                  Section
      8.3. COMPLIANCE WITH TRUST INDENTURE ACT

                	
                  58

                
	
                  Section
      8.4. EXECUTION OF SUPPLEMENTAL INDENTURES

                	
                  58

                
	
                  Section
      8.5. EFFECT OF SUPPLEMENTAL INDENTURES

                	
                  58

                
	
                  Section
      8.6. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES

                	
                  58

                
	 
      	
                   
      

                
	
                  ARTICLE
      IX COVENANTS

                	
                  58

                
	 
      	 
      
	
                  Section
      9.1. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST

                	
                  59

                
	
                  Section
      9.2. MAINTENANCE OF OFFICE OR AGENCY

                	
                  59

                
	
                  Section
      9.3. MONEY FOR SECURITIES TO BE HELD IN TRUST; UNCLAIMED
    MONEY

                	
                  60

                
	
                  Section
      9.4. CORPORATE EXISTENCE

                	
                  61

                
	
                  Section
      9.5. REPORTS BY THE COMPANY

                	
                  61

                
	
                  Section
      9.6. ANNUAL REVIEW CERTIFICATE

                	
                  62

                
	
                  Section
      9.7. WAIVER OF CERTAIN COVENANTS

                	
                  62

                
	 
      	 
      
	
                  ARTICLE
      X REDEMPTION

                	
                  62

                
	 
      	 
      
	
                  Section
      10.1. APPLICABILITY OF ARTICLE

                	
                  62

                
	
                  Section
      10.2. ELECTION TO REDEEM; NOTICE TO TRUSTEE

                	
                  62

                
	
                  Section
      10.3. SELECTION OF SECURITIES TO BE REDEEMED

                	
                  63

                
	
                  Section
      10.4. NOTICE OF REDEMPTION

                	
                  63

                
	
                  Section
      10.5. DEPOSIT OF REDEMPTION PRICE

                	
                  64

                
	
                  Section
      10.6. SECURITIES PAYABLE ON REDEMPTION DATE

                	
                  65

                
	
                  Section
      10.7. SECURITIES REDEEMED IN PART

                	
                  66

                
	 
      	 
      
	
                  ARTICLE
      XI SINKING FUNDS

                	
                  66

                
	 
      	 
      
	
                  Section
      11.1. APPLICABILITY OF ARTICLE

                	
                  66

                
	
                  Section
      11.2. SATISFACTION OF SINKING FUND PAYMENTS WITH
SECURITIES

                	
                  66

                
	
                  Section
      11.3. REDEMPTION OF SECURITIES FOR SINKING FUND

                	
                  67

                


        

      

       

      
        
           


        

        
          iii

          
            

          

        

        
           


        

      


      INDENTURE,
dated as of [________], between ZBB Energy Corporation, a corporation duly
organized and existing under the laws of the State of Wisconsin (the “Company”),
and [________], as trustee, a national banking association organized and
existing under the laws of the United States of America (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 (“Securities”) to be issued in one or more series as
herein provided.

       

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

       

      ARTICLE
I

       

      DEFINITIONS
AND OTHER PROVISIONS

      OF
GENERAL APPLICATION

       

      Section
1.1.  DEFINITIONS.  (a) For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise
requires:

       

      (1)           the
terms defined in this Article have the meanings assigned to them in this Article
and include the plural as well as the singular;

       

      (2)           all
other terms used herein which are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them
therein;

       

      (3)           all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles; and

       

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

       

      “Affiliate”
of any specified Person means any other Person directly or indirectly
controlling or controlled by, or under direct or indirect common control with,
such specified Person.  For purposes of this definition, “control”
when used with respect to any specified Person means the power to direct the
management and 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 to the
foregoing.

       

      “Agent”
means any Paying Agent or Registrar.

       

      “Authenticating
Agent” means any authenticating agent appointed by the Trustee pursuant to
Section 6.13.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      “Authorized
Newspaper” means a newspaper of general circulation, in the official language of
the country of publication or in the English language, customarily published on
each Business Day whether or not published on Saturdays, Sundays or
holidays.  Whenever successive publications in an Authorized Newspaper
are required hereunder they may be made (unless otherwise expressly provided
herein) on the same or different days of the week and in the same or different
Authorized Newspapers.

       

      “Bearer
Security” means any Security issued hereunder which is payable to
bearer.

       

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

       

      “Board
Resolution” means a copy of one or more resolutions of the Board of Directors,
certified by the Corporate Secretary or an Assistant Secretary of the Company to
have been duly adopted by the Board of Directors and to be in full force and
effect on the date of the certificate.

       

      “Business
Day”, when used with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Securities, means, unless
otherwise specified with respect to any Securities pursuant to Section 3.1, each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment or particular location are
authorized or obligated by law or executive order to close, except as may
otherwise be provided in the form of Security of any particular series pursuant
to the provisions of this Indenture.

       

      “Commission”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, or, if at any time after the
execution of this Indenture such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

       

      “Common
Stock” means the shares of common stock, $0.01 par value per share, of the
Company.

       

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

       

      “Company
Order” and “Company Request” mean, respectively, a written order or request
signed in the name of the Company by the President, the Chief Executive Officer,
the Chief Financial Officer, any Vice President, the Treasurer or the Corporate
Secretary of the Company.

       

      “Corporate
Trust Office” means the corporate trust office of the Trustee at which at any
particular time this Indenture shall be principally administered, which office
at the date hereof is located at [________].

       

      “Currency
unit”, for all purposes of this Indenture, shall include any composite
currency.

       

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

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      “Depository”,
when used with respect to the Securities of or within any series issuable or
issued in whole or in part in global form, means the Person designated as
Depository by the Company pursuant to Section 3.1 until a successor Depository
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter shall mean or include each Person which is then a Depository
hereunder, and if at any time there is more than one such Person, shall be a
collective reference to such Persons.

       

      “Dollar”
or “$” means the coin or currency of the United States as at the time of payment
is legal tender for the payment of public and private debts.

       

      “Euro”
means the lawful currency of the participating member states of the European
Union that adopt a single currency in accordance with the Treaty establishing
the European Community, as amended by the Treaty on European Union signed
February 7, 1992.

       

      “Foreign
Currency” shall mean any currency issued by the government or governments of one
or more countries other than the United States or by any recognized
confederation or association of such governments and shall include the
Euro.

       

      “Government
Obligations” means securities which are (i) direct obligations of the United
States or, if specified as contemplated by Section 3.1, the government which
issued the currency in which the Securities of a particular series are payable,
for the payment of which its full faith and credit is pledged or (ii)
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States or, if specified as contemplated by Section
3.1, such government which issued the foreign currency in which the Securities
of such series are payable, for the payment of which the full faith and credit
of the United States or such other government is pledged (whether by guaranty or
otherwise), which, in either case, are not callable or redeemable at the option
of the issuer thereof, and shall also include a depository receipt issued by a
bank or trust company as custodian with respect to any such Government
Obligation or a specific payment of interest on or principal of any such
Government Obligation held by such custodian for the account of the holder of a
depository receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the Government Obligation evidenced by such depository receipt.

       

      “Holder”
means, with respect to a Bearer Security, a bearer thereof or of a coupon
appertaining thereto and, with respect to a Registered Security, a person in
whose name such Registered Security is registered on the Register.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

      

      “Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including, for all purposes
of this instrument and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively.  The term
“Indenture” shall also include the terms of the particular series of Securities
established as contemplated by Section 3.1; provided, however, that if at any
time more than one Person is acting as Trustee under this Indenture due to the
appointment of one or more separate Trustees for any one or more separate series
of Securities, “Indenture” shall mean, with respect to such series of Securities
for which any such Person is Trustee, this instrument as originally executed or
as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of the particular series of Securities for which
such Person is Trustee established as contemplated by Section 3.1, exclusive,
however, of any provisions or terms which relate solely to other series of
Securities for which such Person is not Trustee, regardless of when such terms
or provisions were adopted, and exclusive of any provisions or terms adopted by
means of one or more indentures supplemental hereto executed and delivered after
such Person had become such Trustee, but to which such Person, as such Trustee,
was not a party; provided further that in the event that this indenture is
supplemented or amended by one or more indentures supplemental hereto which are
only applicable to certain series of Securities, the term “Indenture” for a
particular series of Securities shall only include the supplemental indentures
applicable thereto.

       

      “Indexed
Security” means a Security the terms of which provide that the principal amount
thereof payable at Stated Maturity may be more or less than the principal face
amount thereof at original issuance.

       

      “Interest”,
when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, means interest payable after
Maturity.

       

      “Interest
Payment Date”, when used with respect to any Security, means the Stated Maturity
of an installment of interest on such Security.

       

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

       

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

       

      “Officers’
Certificate” means a certificate signed by the President, the Chief Executive
Officer, the Chief Financial Officer, any Vice President, the Corporate
Secretary or the Treasurer of the Company.

       

      “Opinion
of Counsel” means a written opinion of legal counsel, who may be, without
limitation, (a) an employee of the Company, or (b) outside counsel designated by
the Company.

       

      “Original
Issue Discount Security” means any Security which provides for an amount less
than the stated principal amount thereof to be due and payable upon declaration
of acceleration of the Maturity thereof pursuant to Section 5.2.

       

      “Outstanding”,
when used with respect to Securities, means, as of the date of determination,
all Securities theretofore authenticated and delivered under this Indenture,
except:

       

      (i)           Securities
theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

      (ii)           Securities,
or portions thereof, for whose payment or redemption money or Government
Obligations in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its own Paying
Agent) for the Holders of such Securities and any coupons appertaining thereto,
provided that, if such Securities are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture or provisions therefor
satisfactory to the Trustee have been made;

       

      (iii)           Securities,
except to the extent provided in Sections 4.4 and 4.5, with respect to which the
Company has effected defeasance and/or covenant defeasance as provided in
Article IV; and

       

      (iv)           Securities
which have been paid pursuant to Section 3.6 or in exchange for or in lieu of
which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company;

       

      provided,
however, that unless otherwise provided with respect to any Securities of any
series pursuant to Section 3.1, in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, or
whether sufficient funds are available for redemption or for any other purpose,
and for the purpose of making the calculations required by section 313 of the
Trust Indenture Act or are present at a meeting of Holders for quorum purposes,
(w) the principal amount of any Original Issue Discount Securities that may be
counted in making such determination or calculation and that shall be deemed to
be Outstanding for such purpose shall be equal to the amount of principal
thereof that would be (or shall have been declared to be) due and payable, at
the time of such determination, upon a declaration of acceleration of the
maturity thereof pursuant to Section 5.2, (x) the principal amount of any
Security denominated in one or more Foreign Currencies or currency units that
may be counted in making such determination or calculation and that shall be
deemed Outstanding for such purpose shall be equal to the Dollar equivalent,
determined as of the date such Security is originally issued by the Company as
set forth in an Exchange Rate Officer’s Certificate delivered to the Trustee, of
the principal amount (or, in the case of an Original Issue Discount Security,
the Dollar equivalent, determined as of such date of original issuance, of the
amount determined as provided in clause (w) above) of such Security, (y) unless
otherwise provided with respect to such Security pursuant to Section 3.1, the
principal amount of any Indexed Security that may be counted in making such
determination or calculation and that shall be deemed Outstanding for such
purpose shall be equal to the principal face amount of such Indexed Security at
original issuance, and (z) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor
shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in making such calculation or
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, or determination as to the presence of a quorum, only
Securities which a Responsible Officer of the Trustee knows to be so owned shall
be so disregarded.  Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other
obligor.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

      “Paying
Agent” means any Person authorized by the Company to pay the principal of,
premium, if any, or interest and any other payments on any Securities on behalf
of the Company.

       

      “Periodic
Offering” means an offering of Securities of a series from time to time the
specific terms of which Securities, including, without limitation, the rate or
rates of interest or formula for determining the rate or rates of interest
thereon, if any, the Maturity thereof and the redemption provisions, if any,
with respect thereto, are to be determined by the Company upon the issuance of
such Securities.

       

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

       

      “Place of
Payment”, when used with respect to the Securities of or within any series,
means the place or places where the principal of, premium, if any, and interest
and any other payments on such Securities are payable as specified as
contemplated by Sections 3.1 and 9.2.

       

      “Predecessor
Security” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular Security;
and, for the purposes of this definition, any Security authenticated and
delivered under Section 3.6 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Security shall be deemed to evidence the same debt as
the mutilated, destroyed, lost or stolen Security.

       

      “Preferred
Stock” as applied to the capital stock of the Company means capital stock of any
class or classes (however designated) which is preferred as to the payment of
dividends, or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of the Company, over shares of Common Stock of such
corporation.

       

      “Redemption
Date”, when used with respect to any Security to be redeemed, means the date
fixed for such redemption by or pursuant to this Indenture.

       

      “Redemption
Price”, when used with respect to any Security to be redeemed, in whole or in
part, means the price at which it is to be redeemed pursuant to this
Indenture.

       

      “Registered
Security” means any Security issued hereunder and registered as to principal and
interest in the Register.

       

      “Regular
Record Date” for the interest payable on any Interest Payment Date on the
Securities of or within any series means the date specified for that purpose as
contemplated by Section 3.1, which date shall be, unless otherwise specified
pursuant to Section 3.1, the fifteenth day preceding such Interest Payment Date,
whether or not such day shall be a Business Day.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

         

      

      “Responsible
Officer”, when used with respect to the Trustee, shall mean any senior vice
president, vice president, any assistant vice president or assistant secretary
working in its corporate trust department and assigned responsibility for this
engagement, or any other officer of the Trustee customarily performing functions
similar to those performed by the persons who at the time shall be such
officers, respectively, working in its corporate trust department and assigned
responsibility for this engagement, or to whom any corporate trust matter
relating to the Indenture or the Securities is referred because of his knowledge
of and familiarity with a particular subject.

       

      “Security”
or “Securities” has the meaning stated in the first recital of this Indenture
and more particularly means a Security or Securities of the Company issued,
authenticated and delivered under this Indenture.

       

      “Special
Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.7.

       

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

       

      “Subsidiary”
means any Person of which the Company at the time owns or controls, directly or
indirectly, more than 50% of the shares of outstanding stock or other equity
interests having general voting power under ordinary circumstances to elect a
majority of the Board of Directors, managers or trustees, as the case may be, of
such Person (irrespective of whether or not at the time stock of any other class
or classes or other equity interests of such corporation shall have or might
have voting power by reason of the happening of any contingency).

       

      “Trust
Indenture Act” means the Trust Indenture Act of 1939 as in effect on the date of
this Indenture, except as provided in Section 8.3.

       

      “Trustee”
means the party named as such in the first paragraph of this Indenture until a
successor Trustee replaces it pursuant to the applicable provisions of this
Indenture, and thereafter means such successor Trustee and if, at any time,
there is more than one Trustee, “Trustee” as used with respect to the Securities
of any series shall mean the Trustee with respect to the Securities of that
series.

       

      “United
States” means, unless otherwise specified with respect to the Securities of any
series as contemplated by Section 3.1, the United States of America (including
the States and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.

       

      “U.S.
Person” means, unless otherwise specified with respect to the Securities of any
series as contemplated by Section 3.1, an individual citizen or resident of the
United States, a corporation created or organized in or under the laws of the
United States, any State thereof or the District of Columbia, or a partnership,
estate or trust treated as a domestic partnership, estate or trust for United
States federal income tax purposes.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

         

      

      (b)           The
following terms shall have the meanings specified in the Sections referred to
opposite such term below:

      

        
          
            
              
                
                  	
                          Term

                        	 
      	
                          Section

                        
	 
      	 
      	 
      
	
                          “Act”

                        	 
      	
                          1.4(a)

                        
	
                          “Bankruptcy
      Law”

                        	 
      	
                          5.1

                        
	
                          “Claims”

                        	 
      	
                          6.8(b)

                        
	
                          “Component
      Currency”

                        	 
      	
                          3.11(h)

                        
	
                          “Conversion
      Date”

                        	 
      	
                          3.11(d)

                        
	
                          “Conversion
      Event”

                        	 
      	
                          3.11(h)

                        
	
                          “Custodian”

                        	 
      	
                          5.1

                        
	
                          “Defaulted
      Interest”

                        	 
      	
                          3.7(b)

                        
	
                          “Election
      Date”

                        	 
      	
                          3.11(h)

                        
	
                          “Event
      of Default”

                        	 
      	
                          5.1

                        
	
                          “Exchange
      Rate Agent”

                        	 
      	
                          3.11(h)

                        
	
                          “Exchange
      Rate Officer’s Certificate”

                        	 
      	
                          3.11(h)

                        
	
                          “Market
      Exchange Rate”

                        	 
      	
                          3.11(h)

                        
	
                          “Register”

                        	 
      	
                          3.5

                        
	
                          “Registrar”

                        	 
      	
                          3.5

                        
	
                          “Specified
      Amount”

                        	 
      	
                          3.11(h)

                        
	
                          “Valuation
      Date”

                        	 
      	
                          3.11(c)

                        


                

              

            

          

        

      

       

      Section
1.2.  COMPLIANCE CERTIFICATES AND OPINIONS.  Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officer’s Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

       

      Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than pursuant to Sections 2.3 and 9.7)
shall include:

       

      (1)           a
statement that the individual signing such certificate or opinion has read such
condition or covenant and any definitions in this Indenture that are used in
such certificate or opinion;

       

      (2)           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;

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

         

      

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

       

      (4)           a
statement as to whether, in the opinion of such individual, such condition or
covenant has been complied with.

       

      Section
1.3.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.  In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

       

      Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous.  Any such certificate or Opinion of
Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in
the possession of the Company, unless such counsel knows that the certificate or
opinion or representations as to such matters are erroneous.

       

      Any
certificate or opinion of an officer of the Company or of counsel may be based,
insofar as it relates to accounting matters, upon a certificate or opinion of or
representations by an accountant or firm of accountants in the employ of the
Company, unless such officer or counsel, as the case may be, knows that the
certificate or opinions or representations as to such accounting matters are
erroneous.

       

      Where any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one
instrument.

       

      Section
1.4.  ACTS OF HOLDERS.  (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
in person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company.  Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or
instruments.  Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

         

      

      (b)           The
fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof.  Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority.  The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee deems
sufficient.

       

      (c)           The
ownership of Bearer Securities may be proved by the production of such Bearer
Securities or by a certificate executed by any trust company, bank, banker or
other depository, wherever situated, if such certificate shall be deemed by the
Trustee to be satisfactory, showing that at the date therein mentioned such
Person had on deposit with such depository, or exhibited to it, the Bearer
Securities therein described; or such facts may be proved by the certificate or
affidavit of the Person holding such Bearer Securities, if such certificate or
affidavit is deemed by the Trustee to be satisfactory.  The Trustee
and the Company may assume that such ownership of any Bearer Security continues
until (i) another such certificate or affidavit bearing a later date issued in
respect of the same Bearer Security is produced, (ii) such Bearer Security is
produced to the Trustee by some other Person, (iii) such Bearer Security is
surrendered in exchange for a Registered Security or (iv) such Bearer Security
is no longer Outstanding.  The ownership of Bearer Securities may also
be proved in any other manner which the Trustee deems sufficient.

       

      (d)           The
ownership of Registered Securities shall be proved by the Register (as defined
in Section 3.5 below).

       

      (e)           Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

       

      (f)           If
the Company shall solicit from the Holders of any series any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, fix in advance a record date for the determination of Holders of
such series entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act, but the Company shall have no obligation
to do so.  If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of such series of record
at the close of business on such record date shall be deemed to be Holders for
the purposes of determining whether Holders of the requisite proportion of
Outstanding Securities of such series have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities of such series shall be
computed as of such record date; provided that no such authorization, agreement
or consent by the Holders on such record date shall be deemed effective unless
taken on or prior to the applicable Expiration Date (as defined below) by
Holders of the requisite amount of Outstanding Securities of such series on such
record date.  Nothing in this paragraph shall be construed to prevent
the Company from setting a new record date for any action for which a record
date has previously been set pursuant to this paragraph (whereupon the record
date previously set shall automatically and with no action by any Person be
cancelled and of no effect), and nothing in this paragraph shall be construed to
render ineffective any action taken by Holders of the requisite amount of
Outstanding Securities on the date such action is taken.  Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Notes in the manner set forth in Section 1.6.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

         

      

      With
respect to any record date set pursuant to this Section 1.4, the Company may
designate any date as the “Expiration Date” and from time to time may change the
Expiration Date to any earlier or later day; provided that no such change shall
be effective unless notice of the proposed new Expiration Date is given to the
Trustee, and to each Holder of Securities of the applicable series in the manner
set forth in Section 1.6 on or prior to the existing Expiration
Date.  If an Expiration Date is not designated with respect to any
record date pursuant to this Section, the Company shall be deemed to have
initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph.  Notwithstanding the foregoing, no
Expiration Date shall be later than the 180th day after the applicable record
date.

       

      (g)           Without
limiting the foregoing, a Holder entitled hereunder to take any action hereunder
with regard to any particular Security may do so with regard to all or any part
of the principal amount of such Security or by one or more duly appointed
agents, each of which may do so pursuant to such appointment with regard to all
or any part of such principal amount.

       

      (h)           The
Company and the Trustee may make reasonable rules for action by or at a meeting
of Holders.

       

      Section
1.5.  NOTICES, ETC., TO TRUSTEE AND COMPANY.  Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

       

      (1)           the
Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee
to the attention of its Corporate Trust Office, or

       

      (2)           the
Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company addressed to it at ZBB Energy
Corporation, N93 W14475 Whittaker Way, Menomonee Falls, Wisconsin, attention:
Chief Financial Officer, or at any other address previously furnished in writing
to the Trustee by the Company.

       

      Section
1.6.  NOTICE TO HOLDERS; WAIVER.  Where this Indenture
provides for notice to Holders of any event, (i) if any of the Securities
affected by such event are Registered Securities, such notice to the Holders
thereof shall be sufficiently given (unless otherwise herein or in the terms of
such Securities expressly provided) if in writing and mailed, first-class
postage prepaid, to each such Holder affected by such event, at his address as
it appears in the Register, within the time prescribed for the giving of such
notice and, (ii) if any of the Securities affected by such event are Bearer
Securities, notice to the Holders thereof shall be sufficiently given (unless
otherwise herein or in the terms of such Bearer Securities expressly provided)
if published once in an Authorized Newspaper in New York, New York, and in such
other city or cities, if any, as may be specified as contemplated by Section
3.1.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

         

      

      In any
case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders of
Registered Securities or the sufficiency of any notice to Holders of Bearer
Securities given as provided herein.  In any case where notice is
given to Holders by publication, neither the failure to publish such notice, nor
any defect in any notice so published, shall affect the sufficiency of such
notice with respect to other Holders of Bearer Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided
herein.  Any notice mailed to a Holder in the manner herein prescribed
shall be conclusively deemed to have been received by such Holder, whether or
not such Holder actually receives such notice.

       

      If by
reason of the suspension of regular mail service or by reason of any other cause
it shall be impracticable to give such notice as provided above, then such
notification as shall be made with the approval of the Trustee (such approval
not to be unreasonably withheld) shall constitute a sufficient notification for
every purpose hereunder.  If it is impossible or, in the opinion of
the Trustee, impracticable to give any notice by publication in the manner
herein required, then such publication in lieu thereof as shall be made with the
approval of the Trustee shall constitute a sufficient publication of such
notice.

       

      Any
request, demand, authorization, direction, notice, consent or waiver required or
permitted under this Indenture shall be in the English language, except that any
published notice may be in an official language of the country of
publication.

       

      Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be equivalent of such
notice.  Waivers of notice by Holders shall be filed with the Trustee,
but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

       

      Section
1.7.  HEADINGS AND TABLE OF CONTENTS.  The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

       

      Section
1.8.  SUCCESSOR AND ASSIGNS.  All covenants and agreements
in this Indenture by the Company shall bind its successor and assigns, whether
so expressed or not.

       

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

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

         

      

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

       

      Section
1.10.  BENEFITS OF INDENTURE.  Nothing in this Indenture or
in the Securities, expressed or implied, shall give to any Person, other than
the parties hereto and their successors hereunder, any Agent and the Holders,
any benefit or any legal or equitable right, remedy or claim under this
Indenture.

       

      Section
1.11.  GOVERNING LAW.  UNLESS OTHERWISE PROVIDED WITH
RESPECT TO ANY SECURITIES OF ANY SERIES PURSUANT TO SECTION 3.1, THIS INDENTURE,
THE SECURITIES AND ANY COUPONS APPERTAINING THERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.  This Indenture is
subject to the Trust Indenture Act and if any provision hereof limits, qualifies
or conflicts with a provision included in this Indenture which is required by
the Trust Indenture Act, the latter provision shall control.  If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified, or to be excluded, as the case
may be, whether or not such provision of this Indenture refers expressly to such
provision of the Trust Indenture Act.

       

      Section
1.12.  LEGAL HOLIDAYS.  Unless otherwise provided with
respect to any Security or Securities pursuant to Section 3.1, in any case where
any Interest Payment Date, Redemption Date, sinking fund payment date, Stated
Maturity or Maturity or other payment date of any Security shall not be a
Business Day at any Place of Payment, then, notwithstanding any other provision
of this Indenture or any Security or coupon, payment of principal, premium, if
any or interest or other payments need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on such date; provided that no
interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date, sinking fund payment date, Stated
Maturity or Maturity or other payment date, as the case may be.

       

      Section
1.13.  NO RECOURSE AGAINST OTHERS.  No past, present or
future director, officer, employee, agent, member, manager, trustee or
stockholder, as such, of the Company or any successor Person shall have any
liability for any obligations of the Company or any successor Person, either
directly or through the Company or any successor Person, under the Securities or
this Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation, whether by virtue of any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise.  By accepting a Security, each
Holder agrees to the provisions of this Section 1.13 and waives and releases all
such liability.  Such waiver and release shall be part of the
consideration for the issue of the Securities.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

         

      

      ARTICLE
II

       

      SECURITY
FORMS

       

      Section
2.1.  FORMS GENERALLY.  The Securities of each series and
the coupons, if any, to be attached thereto shall be in substantially such form
as shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as the Company
may deem appropriate or as may be required to comply with any applicable law,
rule or regulation or with the rules or usage of any securities exchange or
Depository therefor or as may, consistently herewith, be determined by the
officers executing such Securities and coupons, if any, as evidenced by their
execution of the Securities and coupons, if any.  If temporary
Securities of any series are issued as permitted by Section 3.4, the form
thereof also shall be established as provided in the preceding
sentence.  If the forms of Securities and coupons, if any, of any
series are established by, or by action taken pursuant to, a Board Resolution, a
copy of the Board Resolution, and, if such Board Resolution delegates a
particular action to another Person, an appropriate record of any such action
taken pursuant thereto, including a copy of the approved form of Securities or
coupons, if any, shall be certified by the Corporate Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 3.3 for the authentication
and delivery of such Securities.

       

      Unless
otherwise specified as contemplated by Section 3.1, Bearer Securities shall have
interest coupons attached.

       

      The
definitive Securities and coupons, if any, shall be typeset, printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner or medium, all as determined by the officers executing such
Securities and coupons, if any, as evidenced by their execution of such
Securities and coupons, if any.

       

      Section
2.2.  FORM OF TRUSTEE’S CERTIFICATE OF
AUTHENTICATION.  Subject to Section 6.13 (as applicable to any
Authenticating Agent), the Trustee’s certificate of authentication shall be in
substantially the following form:

       

      This is
one of the [Securities] [of the series designated herein and] referred to in the
within-mentioned Indenture.

       

      
        
          
            
              	 
      	
                      ,
      as
      Trustee

                    


            

          

        

        


        Dated:

         

        
          
            
              	
                      By:

                    	  
      
	 
      	
                      AUTHORIZED
      SIGNATORY

                    


            

          

        

      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

         

      

      Section
2.3.  SECURITIES IN GLOBAL FORM.  If Securities of or within
a series are issuable in whole or in part in global form, any such Security may
provide that it shall represent the aggregate or specified amount of Outstanding
Securities from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced or increased to reflect exchanges.  Any endorsement of
a Security in global form to reflect the amount, or any increase or decrease in
the amount, or changes in the rights of Holders, of Outstanding Securities
represented thereby, shall be made in such manner and by such Person or Persons
as shall be specified therein or in the Company Order to be delivered to the
Trustee pursuant to Section 3.3 or 3.4.  Subject to the provisions of
Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and
redeliver any security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order.  Any instructions by the Company with
respect to endorsement or delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 1.2 hereof and need not be
accompanied by an Opinion of Counsel.

       

      The
provisions of the last paragraph of Section 3.3 shall apply to any Security in
global form if such Security was never issued and sold by the Company and the
Company delivers to the Trustee the Security in global form together with
written instructions (which need not comply with Section 1.2 and need not be
accompanied by an Opinion of Counsel) with regard to the reduction in the
principal amount of Securities represented thereby, together with the written
statement contemplated by the last paragraph of Section 3.3.

       

      Notwithstanding
the provisions of Section 2.1 and 3.7, unless otherwise specified as
contemplated by Section 3.1, payment of principal of, premium, if any, and
interest on any Security in permanent global form shall be made to the Person or
Persons specified therein.

       

      Section
2.4.  FORM OF LEGEND FOR SECURITIES IN GLOBAL FORM.  Unless
otherwise provided with respect to any Securities of any series pursuant to
Section 3.1 or required by the Depository, any Security of such series in global
form authenticated and delivered hereunder shall bear a legend in substantially
the following form:

       

      This
Security is in global form within the meaning of the Indenture hereinafter
referred to and is registered in the name of a Depository or a nominee of a
Depository.  Unless and until it is exchanged in whole or in part for
Securities in certificated form, this Security may not be transferred except as
a whole by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository or by the
Depository or any such nominee to a successor Depository or a nominee of such
successor Depository.  Every Security authenticated and delivered upon
registration of, or in exchange for, or in lieu of, this Security will be in
global form, subject to the foregoing.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

         

      

      ARTICLE
III

       

      THE
SECURITIES

       

      Section
3.1.  AMOUNT UNLIMITED; ISSUABLE IN SERIES.  (a) The
aggregate principal amount of Securities which may be authenticated, delivered
and outstanding under this Indenture is unlimited.  The Securities may
be issued from time to time in one or more series.

       

      (b)           The
following matters shall be established, without the approval of any Holders,
with respect to each series of Securities issued hereunder (i) by a Board
Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to
Section 3.3) set forth, or determined in the manner provided, in an Officers’
Certificate or (iii) in one or more indentures supplemental hereto (provided,
however, that any changes to terms that are established by a Board Resolution
shall, after their initial establishment, also be governed by the requirements
of Sections 8.1 and 8.2):

       

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

       

      (2)           any
limit upon the aggregate principal amount of the Securities of the series which
may be authenticated, delivered and outstanding under this Indenture (which
limit shall not pertain to Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 3.4, 3.5, 3.6, 8.6, or 10.7 and except for any
Securities which, pursuant to Section 3.3, are deemed never to have been
authenticated and delivered hereunder);

       

      (3)           the
date or dates on which the principal of and premium, if any, on the Securities
of the series is payable or the method of determination and/or extension of such
date or dates; and the amount or amounts of such principal and premium, if any,
payments or the method of determination thereof;

       

      (4)           the
rate or rates (which may be fixed or variable) at which the Securities of the
series shall bear interest, if any, or the method of calculating and/or
resetting such rate or rates of interest, the date or dates from which such
interest shall accrue or the method by which such date or dates shall be
determined, the Interest Payment Dates on which any such interest shall be
payable or the method by which such dates will be determined, the terms of any
deferral of interest and the additional interest, if any, thereon and, with
respect to Registered Securities, the Regular Record Date, if any, for the
interest payable on any Registered Security on any Interest Payment Date, the
right, if any, of the Company to extend the Interest Payment Dates and the
Regular Record Date, if any, and the duration of the extensions and the basis
upon which interest shall be calculated if other than upon a 360-day year of
twelve 30-day months;

       

      (5)           the
place or places where the principal of, premium, if any, and interest, if any,
on Securities of the series shall be payable;

       

      (6)           the
period or periods within which, the price or prices at which, the currency or
currencies (including currency units) in which, and the other terms and
conditions upon which, Securities of the series may be redeemed, in whole or in
part, at the option of the Company or otherwise, and, if other than as provided
in Section 10.3, the manner in which the particular Securities of such series
(if less than all Securities of such series are to be redeemed) are to be
selected for redemption;

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

         

      

      (7)           the
obligation, if any, of the Company to redeem or purchase Securities of the
series pursuant to any sinking fund or analogous provisions or upon the
happening of a specified event 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, Securities of the series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation and provisions for
the remarketing of such series;

       

      (8)           if
other than denominations of $1,000 and any integral multiple thereof, for
Registered Securities, and if other than denominations of $5,000 and any
integral multiple thereof, for Bearer Securities, the denominations in which
Securities of the series shall be issuable;

       

      (9)           if
other than Dollars, the currency or currencies (including currency unit or
units) in which the principal of, premium, if any, and interest, if any, or
other payments, if any, on the Securities of the series shall be payable, or in
which the Securities of the series shall be denominated, and the particular
provisions applicable thereto in accordance with, in addition to, or in lieu of
the provisions of Section 3.11;

       

      (10)           the
terms, if any, upon which Securities of the series may be convertible into or
exchanged for other Securities, Common Stock, Preferred Stock, other debt
securities, warrants to purchase any of the foregoing, or other securities of
any kind of the Company or any other obligor and the terms and conditions upon
which the conversion or exchange shall be effected, including the initial
conversion or exchange price or rate, the conversion or exchange period, and any
other additional provisions;

       

      (11)           if
the payments of principal of, premium, if any, or interest, if any, or other
payments, if any, on the Securities of the series are to be made, at the
election of the Company or a Holder, in a currency or currencies (including
currency unit or units) other than that in which such Securities are denominated
or designated to be payable, the currency or currencies (including currency unit
or units) in which such payments are to be made, the terms and conditions of
such payments and the manner in which the exchange rate with respect to such
payments shall be determined, and the particular provisions applicable thereto
in accordance with, in addition to, or in lieu of the provisions of Section
3.11;

       

      (12)           if
the amount of payments of principal of, premium, if any, and interest, if any,
or other payments, if any, on the Securities of the series shall be determined
with reference to an index, formula or other method (which index, formula or
method may be based, without limitation, on the price of one or more
commodities, derivatives or securities; one or more securities, derivatives or
commodities exchange indices or other indices; a currency or currencies
(including currency unit or units) other than that in which the Securities of
the series are denominated or designated to be payable; or any other variable or
the relationship between any variables or combination of variables), the index,
formula or other method by which such amounts shall be determined;

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

         

      

      (13)           if
other than the principal amount thereof, the portion of the principal amount of
such Securities of the series or other amount which shall be payable upon
declaration of acceleration thereof pursuant to Section 5.2 or provable in
bankruptcy or the method by which such portion or amount shall be
determined;

       

      (14)           if
other than as provided in Section 3.7, the Person to whom any interest on any
Registered Security of the series shall be payable and the manner in which, or
the Person to whom, any interest on any Bearer Securities of the series shall be
payable;

       

      (15)           if
the principal amount payable at the Maturity of any Securities of the series
will not be determinable as of one or more dates prior to Maturity, the amount
which shall be deemed to be the principal amount of such Securities as of any
such date hereunder or thereunder, or, if other than as provided in the
definition of the term “Outstanding”, which shall be deemed to be Outstanding as
of any date prior to the Stated Maturity (or, in any such case, the manner in
which such amount deemed to be the principal amount shall be determined) and, if
necessary, the manner of determining the equivalent thereof in U.S.
currency;

       

      (16)           provisions,
if any, granting special rights to the Holders of Securities of the series upon
the occurrence of such events as may be specified;

       

      (17)           the
applicability of or any deletions from, modifications of or additions to the
Events of Default set forth in Section 5.1 or covenants of the Company set forth
in Article IX pertaining to the Securities of the series;

       

      (18)           under
what circumstances, if any, the Company will pay additional amounts on the
Securities of that series held by a Person who is not a U.S. Person in respect
of taxes or similar charges withheld or deducted and, if so, whether the Company
will have the option to redeem such Securities rather than pay such additional
amounts (and the terms of any such option);

       

      (19)           whether
Securities of the series shall be issuable as Registered Securities or Bearer
Securities (with or without interest coupons), or both, and any restrictions
applicable to the offering, sale or delivery of Bearer Securities and, if other
than as provided in Section 3.5, the terms upon which Bearer Securities of a
series may be exchanged for Registered Securities of the same series and vice
versa;

       

      (20)           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;

       

      (21)           the
forms of the Securities and coupons, if any, of the series;

       

      (22)           any
changes or additions to the provisions provided in Article Four of this
Indenture pertaining to defeasance, including without limitation, the exclusion
of Section 4.4 or 4.5, or both, with respect to the Securities of or within the
series; or the applicability, if any, to the Securities of or within the series
of such means of defeasance or covenant defeasance other than those provided in
Sections 4.4 and 4.5 as may be specified for the Securities and coupons, if any,
of such series, and whether, for the purpose of any defeasance or covenant
defeasance pursuant to Section 4.4 or 4.5 or otherwise, the term “Government
Obligations” shall include obligations referred to in the definition of such
term which are not obligations of the United States or an agency or
instrumentality of the United States;

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

         

      

      (23)           if
other than the Trustee, the identity of the Registrar and any Paying
Agent;

       

      (24)           any
terms which may be related to warrants, options or other rights to purchase and
sell securities issued by the Company in connection with, or for the purchase
of, Securities of such series, including whether and under what circumstances
the Securities of any series may be used toward the exercise price of any such
warrants, options or other rights;

       

      (25)           the
designation of the initial Exchange Rate Agent, if any;

       

      (26)           whether
any of the Securities of the series shall be issued in whole or in part in
global form, and if so (i) the Depository for such global Securities, (ii) the
form of any legend in addition to or in lieu of that in Section 2.4 which shall
be borne by such global Securities, (iii) whether beneficial owners of interests
in any Securities of the series in global form may exchange such interests for
certificated Securities of such series and of like tenor of any authorized form
and denomination, and (iv) if other than as provided in Section 3.5, the
circumstances under which any such exchange may occur;

       

      (27)           the
priority, ranking or subordination, if any, of the Securities of the
series;

       

      (28)           if
the Securities of the series will be governed by, and the extent to which such
Securities will be governed by, any law other than the laws of the state of New
York;

       

      (29)           the
terms, if any, of any guarantee of the payment of principal, premium and
interest with respect to Securities of the series and any corresponding changes
to the provisions of this Indenture as then in effect;

       

      (30)           the
terms, if any, of the transfer, mortgage, pledge or assignment as security for
the Securities of the series of any properties, assets, moneys, proceeds,
securities or other collateral, including whether certain provisions in the
Trust Indenture Act are applicable and any corresponding changes to provisions
of this Indenture as then in effect; and

       

      (31)           any
other terms of the series, including any terms which may be required by or
advisable under United States laws or regulations or advisable (as determined by
the Company) in connection with the marketing of Securities of the
series.

       

      (c)           The
terms applicable to the Securities of any one series and coupons, if any,
appertaining to any Bearer Securities of such series need not be identical but
may vary as may be provided (i) by a Board Resolution, (ii) by action taken
pursuant to a Board Resolution and (subject to Section 3.3) set forth, or
determined in the manner provided, in the related Officers’ Certificate or (iii)
in an indenture supplemental hereto.  All Securities of any one series
need not be issued at the same time and, unless otherwise provided, a series may
be reopened, without the consent of the Holders, for issuances of additional
Securities of such series.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

         

      

      (d)           If
any of the terms of the Securities of any series are established by action taken
pursuant to a Board Resolution, a copy of such Board Resolution shall be
certified by the Corporate Secretary or an Assistant Secretary of the Company
and delivered to the Trustee at or prior to the delivery of the Officers’
Certificate setting forth, or providing the manner for determining, the terms of
the Securities of such series, and, if such Board Resolution delegates a
particular action to another Person, an appropriate record of any such action
taken pursuant thereto, shall be delivered to the Trustee prior to the
authentication and delivery thereof.

       

      (e)           Except
as may be otherwise expressly provided in the applicable Board Resolutions or
supplemental indenture, as contemplated by this Section 3.1, the Securities of
any Series shall rank PARI PASSU with the Securities of each other
Series.

       

      Section
3.2.  DENOMINATIONS.  Unless otherwise provided as
contemplated by Section 3.1, any Registered Securities of a series shall be
issuable in denominations of $1,000 and any integral multiple thereof and any
Bearer Securities of a series shall be issuable in the denomination of $5,000
and any integral multiple thereof.

       

      Section
3.3.  EXECUTION, AUTHENTICATION, DELIVERY AND
DATING.  Securities shall be executed on behalf of the Company by the
Chief Executive Officer, the Chief Financial Officer, the President, or any Vice
President, the Treasurer or the Corporate Secretary of the
Company.  The seal of the Company, if any, may be in the form of a
facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities.  The signatures of any of these officers
on the Securities may be manual or facsimile.  The coupons, if any, of
Bearer Securities shall bear the facsimile signature of the Chief Executive
Officer, the Chief Financial Officer, the President, any Vice President, the
Treasurer the Corporate Secretary of the Company.

       

      Securities
and coupons bearing the manual or facsimile signatures of individuals who were
at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

       

      At any
time and from time to time, the Company may deliver Securities, together with
any coupons appertaining thereto, of any series executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that in
the case of Securities offered in a Periodic Offering, the Trustee shall
authenticate and deliver such Securities from time to time in accordance with
such other procedures (including, without limitation, the receipt by the Trustee
of oral or electronic instructions from the Company or its duly authorized
agents, promptly confirmed in writing) acceptable to the Trustee as may be
specified by or pursuant to a Company Order delivered to the Trustee prior to
the time of the first authentication of Securities of such series.

       

      If the
form or terms of the Securities of a series have been established by or pursuant
to one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in
authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to section 315(a) through (d) of the Trust
Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel
substantially to the effect that,

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

         

      

      (1)           the
form of such Securities and any coupons have been established in conformity with
the provisions of this Indenture;

       

      (2)           the
terms of such Securities and any coupons have been, or in the case of Securities
of a series offered in a Periodic Offering will be, established in conformity
with the provisions of this Indenture, subject in the case of Securities offered
in a Periodic Offering, to any conditions specified in such Opinion of Counsel;
and

       

      (3)           such
Securities together with any coupons appertaining thereto, when authenticated
and delivered by the Trustee, issued by the Company in accordance with the
provisions of this Indenture, and delivered to and duly paid for by the
purchasers thereof, and subject to any conditions specified in such Opinion of
Counsel, will constitute legal, valid and binding obligations of the Company,
enforceable in accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other similar laws of
general applicability relating to or affecting the enforcement of creditors’
rights and to general equity principles and except further as enforcement
thereof may be limited by or subject to certain exceptions and qualifications
specified in such Opinion of Counsel, including in the case of any Securities
denominated in a Foreign Currency, (A) requirements that a claim with respect to
any Securities denominated other than in Dollars (or a foreign currency or
foreign currency unit judgment in respect of such claim) be converted into
Dollars at a rate of exchange prevailing on a date determined pursuant to
applicable law or (B) governmental authority to limit, delay or prohibit the
making of payments in foreign currency or currency units or payments outside the
United States.

       

      Such
Opinion of Counsel need express no opinion as to the enforceability of Section
6.8 or as to whether a court in the United States would render a money judgment
in a currency other than that of the United States.  Such counsel may
rely on opinions of other counsel (copies of which shall be delivered to the
Trustee), and, to the extent such opinion involves factual matters, such counsel
may rely upon certificates of officers of the Company and certificates of public
officials.

       

      Notwithstanding
that such form or terms have been so established, the Trustee shall have the
right to decline to authenticate such Securities if, in the written opinion of
counsel to the Trustee (which counsel may be an employee of the Trustee), such
action may not lawfully be taken or if the Trustee in good faith by its board of
directors or trustees, executive committee or a trust committee of directors,
trustees or vice presidents shall determine that such action would expose the
Trustee to personal liability.

       

      Notwithstanding
the provisions of Section 3.1 and of the two preceding paragraphs, if all of the
Securities of any series are not to be issued at one time, it shall not be
necessary to deliver the Officers’ Certificate otherwise required pursuant to
Section 3.1 or the Company Order and Opinion of Counsel otherwise required
pursuant to the two preceding paragraphs in connection with the authentication
of each Security of such series if such documents, with appropriate
modifications to cover such future issuances, are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be
issued.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

         

      

      With
respect to Securities of a series offered in a Periodic Offering, the Trustee
may rely, as to the authorization by the Company of any of such Securities, the
form and terms thereof and the legality, validity, binding effect and
enforceability thereof, upon the Opinion of Counsel and the other documents
delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in
connection with the first authentication of Securities of such
series.

       

      If the
Company shall establish pursuant to Section 3.1 that the Securities of a series
are to be issued in whole or in part in global form, then, unless otherwise
provided with respect to such Securities pursuant to Section 3.1, the Company
shall execute and the Trustee shall, in accordance with this Section and the
Company Order with respect to such series, authenticate and deliver one or more
Securities in global form that (i) shall represent and shall be denominated in
an amount equal to the aggregate principal amount of the Outstanding Securities
of such series to be represented by such Security or Securities in global form,
(ii) shall be registered, if a Registered Security, in the name of the
Depository for such Security or Securities in global form or the nominee of such
Depository, (iii) shall be delivered by the Trustee to such Depository or
pursuant to such Depository’s instruction and (iv) shall bear the legend set
forth in Section 2.4.

       

      Unless
otherwise established pursuant to Section 3.1, each Depository designated
pursuant to Section 3.1 for a Registered Security in global form must, at the
time of its designation and at all times while it serves as Depository, be a
clearing agency registered under the Securities Exchange Act of 1934 and any
other applicable statute or regulation.  Neither the Company nor the
Trustee shall have any responsibility to determine if the Depository is so
registered.

       

      Each
Depository shall enter into an agreement with the Company and the Trustee, as
agent, governing the respective duties and rights of such Depository, the
Company and the Trustee, as agent, with regard to Securities issued in global
form.

       

      Each
Registered Security shall be dated the date of its authentication and each
Bearer Security shall be dated as of the date specified as contemplated by
Section 3.1.

       

      No
Security or coupon appertaining thereto shall be entitled to any benefits under
this Indenture or be valid or obligatory for any purpose until authenticated by
the manual signature of one of the authorized signatories of the Trustee or an
Authenticating Agent and no coupon shall be valid until the Security to which it
appertains has been so authenticated.  Such signature upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered under this Indenture and is entitled
to the benefits of this Indenture.  Except as permitted by Section 3.6
or 3.7, the Trustee shall not authenticate and deliver any Bearer Security
unless all appurtenant coupons for interest then matured have been detached and
cancelled.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

         

      

      Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 3.9
together with a written statement (which need not comply with Section 1.2 and
need not be accompanied by an Opinion of Counsel) stating that such Security has
never been issued and sold by the Company, for all purposes of this Indenture
such Security shall be deemed never to have been authenticated and delivered
hereunder and shall not be entitled to the benefits of this
Indenture.

       

      Section
3.4.  TEMPORARY SECURITIES.  Pending the preparation of
definitive Securities of any series, the Company may execute and, upon Company
Order, the Trustee shall authenticate and deliver temporary Securities of such
series which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor and form,
with or without coupons, of the definitive Securities in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities and coupons, if
any.  In the case of Securities of any series, all or a portion of
such temporary Securities may be in global form.

       

      Except in
the case of temporary Securities in global form, each of which shall be
exchanged in accordance with the provisions thereof, if temporary Securities of
any series are issued, the Company will cause definitive Securities of such
series to be prepared without unreasonable delay.  After preparation
of definitive Securities of such series, the temporary Securities of such series
shall be exchangeable for definitive Securities of such series upon surrender of
the temporary Securities of such series at the office or agency of the Company
pursuant to Section 9.2 in a Place of Payment for such series, without charge to
the Holder.  Upon surrender for cancellation of any one or more
temporary Securities of any series (accompanied by any unmatured coupons
appertaining thereto), the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor; provided, however, that no definitive Bearer Security shall be delivered
in exchange for a temporary Registered Security; and provided further that no
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security unless the Trustee shall have received from the person entitled to
receive the definitive Bearer Security a certificate substantially in the form
approved in or pursuant to the Board Resolutions relating thereto and such
delivery shall occur only outside the United States.  Until so
exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series except as otherwise specified as contemplated by Section
3.1.

       

      Section
3.5.  REGISTRATION, TRANSFER AND EXCHANGE.  The Company
shall cause to be kept at the Corporate Trust Office of the Trustee or in any
office or agency to be maintained by the Company in accordance with Section 9.2
in a Place of Payment or in such other place or medium as may be specified
pursuant to Section 3.1 a register for each series of Securities (the registers
maintained in such office or in any such office or agency of the Company in a
Place of Payment being herein sometimes referred to collectively as the
“Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Registered
Securities and the registration of transfers of Registered
Securities.  The Register shall be in written form or any other form
capable of being converted into written form within a reasonable
time.  Unless otherwise provided as contemplated by Section 3.1, the
Trustee is hereby appointed “Registrar” for the purpose of registering
Registered Securities and transfers of Registered Securities, and for the
purpose of maintaining the Register in respect thereof, as herein
provided.

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

         

      

      Upon
surrender for registration of transfer of any Registered Security of any series
at the office or agency maintained pursuant to Section 9.2 in a Place of Payment
for that series, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Registered Securities of the same series, of any authorized
denominations and of a like aggregate principal amount.

       

      Unless
otherwise provided as contemplated by Section 3.1, Bearer Securities (except for
any temporary global Bearer Securities) or any coupons appertaining thereto
(except for coupons attached to any temporary global Bearer Security) shall be
transferable by delivery.

       

      Unless
otherwise provided as contemplated by Section 3.1, at the option of the Holder,
Registered Securities of any series (except a Registered Security in global
form) may be exchanged for other Registered Securities of the same series, of
any authorized denominations and of a like aggregate principal amount containing
identical terms and provisions, upon surrender of the Registered Securities to
be exchanged at such office or agency.  Whenever any Registered
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Registered Securities which the
Holder making the exchange is entitled to receive.  Unless otherwise
specified as contemplated by Section 3.1, Bearer Securities may not be issued in
exchange for Registered Securities.

       

      Unless
otherwise specified as contemplated by Section 3.1, at the option of the Holder,
Bearer Securities of such series may be exchanged for Registered Securities (if
the Securities of such series are issuable in registered form) or Bearer
Securities (if Bearer Securities of such series are issuable in more than one
denomination and such exchanges are permitted by such series) of the same
series, of any authorized denominations and of like tenor and aggregate
principal amount, upon surrender of the Bearer Securities to be exchanged at any
such office or agency, with all unmatured coupons and all matured coupons in
default thereto appertaining.  If the Holder of a Bearer Security is
unable to produce any such unmatured coupon or coupons or matured coupon or
coupons in default, such exchange may be effected if the Bearer Securities are
accompanied by payment in funds acceptable to the Company and the Trustee in an
amount equal to the face amount of such missing coupon or coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and the
Trustee if there be furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless.  If
thereafter the Holder of such Security shall surrender to any Paying Agent any
such missing coupon in respect of which such a payment shall have been made,
such Holder shall be entitled to receive the amount of such payment; provided,
however, that, except as otherwise provided in Section 9.2, interest represented
by coupons shall be payable only upon presentation and surrender of those
coupons at an office or agency located outside the United
States.  Notwithstanding the foregoing, in case any Bearer Security of
any series is surrendered at any such office or agency in exchange for a
Registered Security of the same series after the close of business at such
office or agency on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the coupon relating to such Interest
Payment Date or proposed date of payment, as the case may be (or, if such coupon
is so surrendered with such Bearer Security, such coupon shall be returned to
the person so surrendering the Bearer Security), and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon, when due in accordance with the provisions of this
Indenture.

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

         

      

      Unless
otherwise specified pursuant to Section 3.1 with respect to a series of
Securities or as otherwise provided below in this Section 3.5, owners of
beneficial interests in Securities of such series represented by a Security
issued in global form will not be entitled to have Securities of such series
registered in their names, will not receive or be entitled to receive physical
delivery of Securities of such series in certificated form and will not be
considered the Holders or owners thereof for any purposes
hereunder.  Notwithstanding any other provision of this Section,
unless and until it is exchanged in whole or in part for Securities in
certificated form in the circumstances described below, a Security in global
form representing all or a portion of the Securities of a series may not be
transferred or exchanged except as a whole by the Depository for such series to
a nominee of such Depository or by a nominee of such Depository to such
Depository or another nominee of such Depository or by such Depository or any
such nominee to a successor Depository for such series or a nominee of such
successor Depository.

       

      If at any
time the Depository for the Securities of a series notifies the Company that it
is unwilling or unable to continue as Depository for the Securities of such
series or if at any time the Depository for the Securities of such series
notifies the Company that it shall no longer be eligible under Section 3.3, the
Company shall appoint a successor Depository with respect to the Securities of
such series.  Unless otherwise provided as contemplated by Section
3.1, if a successor Depository for the Securities of such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company’s election pursuant to
Section 3.1(b) (26) shall no longer be effective with respect to the Securities
of such series and the Company shall execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of certificated Securities of
such series of like tenor, shall authenticate and deliver, Securities of such
series of like tenor in certificated form, in authorized denominations and in an
aggregate principal amount equal to the principal amount of the Security or
Securities of such series of like tenor in global form in exchange for such
Security or Securities in global form.

       

      The
Company may at any time in its sole discretion determine that Securities of a
series issued in global form shall no longer be represented by such a Security
or Securities in global form.  In such event the Company shall
execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of certificated Securities of such series of like tenor, shall
authenticate and deliver, Securities of such series of like tenor in
certificated form, in authorized denominations and in an aggregate principal
amount equal to the principal amount of the Security or Securities of such
series of like tenor in global form in exchange for such Security or Securities
in global form.

       

      
        
          
          

        

        
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      If
specified by the Company pursuant to Section 3.1 with respect to a series of
Securities, the Depository for such series may surrender a Security in global
form of such series in exchange in whole or in part for Securities of such
series in certificated form on such terms as are acceptable to the Company and
such Depository.  Thereupon, the Company shall execute, and the
Trustee shall authenticate and deliver, without service charge,

       

      (i)           to
each Person specified by such Depository a new certificated Security or
Securities of the same series of like tenor, of any authorized denomination as
requested by such Person in aggregate principal amount equal to and in exchange
for such Person’s beneficial interest in the Security in global form;
and

       

      (ii)           to
such Depository a new Security in global form of like tenor in a denomination
equal to the difference, if any, between the principal amount of the surrendered
Security in global form and the aggregate principal amount of certificated
Securities delivered to Holders thereof.

       

      (iii)           Upon
the exchange of a Security in global form for Securities in certificated form,
such Security in global form shall be cancelled by the
Trustee.  Unless expressly provided with respect to the Securities of
any series that such Security may be exchanged for Bearer Securities, Securities
in certificated form issued in exchange for a Security in global form pursuant
to this Section shall be registered in such names and in such authorized
denominations as the Depository for such Security in global form, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee.  The Trustee shall deliver such Securities to
the Persons in whose names such Securities are so registered.

       

      Whenever
any Securities are surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

       

      All
Securities issued upon any registration of transfer or upon any exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

       

      Every
Registered Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company, the Registrar or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company, the Registrar and the Trustee duly executed by the
Holder thereof or his attorney duly authorized in writing.

       

      Unless
otherwise provided as contemplated by Section 3.1, no service charge shall be
made for any registration of transfer or for any exchange of Securities, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration or
transfer or exchange of Securities, other than exchanges pursuant to Section 3.4
or 10.7 not involving any transfer. 

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

         

      

      Unless
otherwise provided as contemplated by Section 3.1, none of the Company, the
Registrar or the Trustee shall be required (i) to issue, register the transfer
of, or exchange any Securities for a period beginning at the opening of 15
Business Days before any selection for redemption of Securities of like tenor
and of the series of which such Security is a part and ending at the close of
business on the earliest date on which the relevant notice of redemption is
deemed to have been given to all Holders of Securities of like tenor and of such
series to be redeemed; (ii) to register the transfer of or exchange any
Registered Security so selected for redemption, in whole or in part, except the
unredeemed portion of any Security being redeemed in part; or (iii) to exchange
any Bearer Security so selected for redemption, except that such a Bearer
Security may be exchanged for a Registered Security of that series and like
tenor; provided that such Registered Security shall be simultaneously
surrendered for redemption.

       

      Section
3.6.  REPLACEMENT SECURITIES.  If a mutilated Security or a
Security with a mutilated coupon appertaining to it is surrendered to the
Trustee, together with, in proper cases, such security or indemnity as may be
required by the Company or the Trustee to save each of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver a
replacement Registered Security, if such surrendered Security was a Registered
Security, or a replacement Bearer Security with coupons corresponding to the
coupons appertaining to the surrendered Security, if such surrendered Security
was a Bearer Security, of the same series and date of maturity.

       

      If there
shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security or Security with
a destroyed, lost or stolen coupon and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless,
then, in the absence of notice to the Company or the Trustee that such Security
or coupon has been acquired by a bona fide purchaser, the Company shall execute
and the Trustee shall authenticate and deliver in lieu of any such destroyed,
lost or stolen Security or in exchange for the Security to which a destroyed,
lost or stolen coupon appertains (with all appurtenant coupons not destroyed,
lost or stolen), a replacement Registered Security, if such Holder’s claim
appertains to a Registered Security, or a replacement Bearer Security with
coupons corresponding to the coupons appertaining to the destroyed, lost or
stolen Bearer Security or the Bearer Security to which such lost, destroyed or
stolen coupon appertains, if such Holder’s claim appertains to a Bearer
Security, of the same series and principal amount, containing identical terms
and provisions and bearing a number not contemporaneously outstanding with
coupons corresponding to the coupons, if any, appertaining to the destroyed,
lost or stolen Security.

       

      In case
any such mutilated, destroyed, lost or stolen Security or coupon has become or
is about to become due and payable, the Company in its discretion may, instead
of issuing a new Security or coupon, pay such Security or coupon; provided,
however, that payment of principal of and any premium or interest on Bearer
Securities shall, except as otherwise provided in Section 9.2, be payable only
at an office or agency located outside the United States and, unless otherwise
specified as contemplated by Section 3.1, any interest on Bearer Securities
shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

       

      Upon the
issuance of any new Security under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee, its agents and counsel) connected
therewith.

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

         

      

      Every new
Security of any series with its coupons, if any, issued pursuant to this Section
in lieu of any destroyed, lost or stolen Security, or in exchange for a Security
to which a destroyed, lost or stolen coupon appertains, shall constitute an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security and its coupon, if any, or the destroyed,
lost or stolen coupon, shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series and their coupons, if any, duly
issued hereunder.

       

      The
provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities or coupons.

       

      Section
3.7.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.  (a)
Unless otherwise provided as contemplated by Section 3.1, interest, if any, on
any Registered Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to 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 at the office or
agency maintained for such purpose pursuant to 9.2; provided, however, that at
the option of the Company, interest on any series of Registered Securities that
bear interest may be paid (i) by check mailed to the address of the Person
entitled thereto as it shall appear on the Register of Holders of Securities of
such series or (ii) by wire transfer to an account maintained by the Person
entitled thereto as specified in the Register of Holders of Securities of such
series.

       

      Unless
otherwise provided as contemplated by Section 3.1, (A) (i) interest, if any, on
Bearer Securities shall be paid only against presentation and surrender of the
coupons for such interest installments as are evidenced thereby as they mature
and (ii) principal, original issue discount, if any, and premium, if any, on
Bearer Securities shall be paid only against presentation and surrender of such
Securities; in either case at the office of a Paying Agent located outside the
United States, unless the Company shall have otherwise instructed the Trustee in
writing provided that any such instruction for payment in the United States does
not cause any Bearer Security to be treated as a “registration-required
obligation” under United States laws and regulations; (B) the interest, if any,
on any temporary Bearer Security shall be paid, as to any installment of
interest evidenced by a coupon attached thereto only upon presentation and
surrender of such coupon as provided in clause (A) above and, as to other
installments of interest, only upon presentation of such Security for notation
thereon of the payment of such interest; and (C) if at the time a payment of
principal of premium, if any, or interest, if any, on a Bearer Security or
coupon shall become due, the payment of the full amount so payable at the office
or offices of all the Paying Agents outside the United States is illegal or
effectively precluded because of the imposition of exchange controls or other
similar restrictions on the payment of such amount in Dollars, then the Company
may instruct the Trustee to make such payment at a Paying Agent located in the
United States, provided that provision for such payment in the United States
would not cause such Bearer Security to be treated as a “registration-required
obligation” under United States laws and regulations.

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

         

      

      (a)           Unless
otherwise provided as contemplated by Section 3.1, any interest on any
Registered Security of any series which is payable, but is not punctually paid
or duly provided for, on any interest payment date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in clause (1) or (2) below:

       

      (1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names such Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner.  The Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to the trustee
for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause (1) provided.  Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior to
the date of the proposed payment and not less than 10 days after the receipt by
the Trustee of the notice of the proposed payment.  The Trustee shall
promptly notify the Company of such Special Record Date and, in the name and at
the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of such Registered Securities of
such series at his address as it appears in the Register, not less than 10 days
prior to such Special Record Date.  Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been so
mailed, such Defaulted Interest shall be paid to the Persons in whose names such
Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following clause
(2).

       

      (2)           The
Company may make payment of any Defaulted Interest to the Persons in whose names
such Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a specified date in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which such Registered Securities may be listed, and upon such notice
as may be required by such exchange, if, after notice given by the Company to
the Trustee of the proposed payment pursuant to this clause (2), such manner of
payment shall be deemed practicable by the Trustee.

       

      (b)           Subject
to the foregoing provisions of this Section and Section 3.5, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other
Security.

       

      Section
3.8.  PERSONS DEEMED OWNERS.  Prior to due presentment of
any Registered Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
such Registered Security is registered as the owner of such Registered Security
for the purpose of receiving payment of principal of, premium, if any, and
(subject to Section 3.7) interest and any other payments on such Registered
Security and for all other purposes whatsoever, whether or not such Registered
Security shall be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the
contrary.

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

         

      

      The
Company, the Trustee and any agent of the Company or the Trustee may treat the
bearer of any Bearer Security and the bearer of any coupon as the absolute owner
of such Bearer Security or coupon for the purpose of receiving payment thereof
or on account thereof and for all other purposes whatsoever, whether or not such
Bearer Security or coupon be overdue, and neither the Company, the Trustee nor
any agent of the Company or the Trustee shall be affected by notice to the
contrary.

       

      None of
the Company, the Trustee or any agent of the Company or the Trustee shall have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Security in
global form, or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests. Notwithstanding the foregoing, with
respect to any Security in global form, nothing herein shall prevent the Company
or the Trustee, or any agent of the Company or the Trustee, from giving effect
to any written certification, proxy or other authorization furnished by any
Depository (or its nominee), as a Holder, with respect to such Security in
global form or impair, as between such Depository and owners of beneficial
interests in such Security in global form, the operation of customary practices
governing the exercise of the rights of such Depository (or its nominee) as
Holder of such Security in global form.

       

      Section
3.9.  CANCELLATION.  The Company at any time may deliver
Securities and coupons to the Trustee for cancellation.  The Registrar
and any Paying Agent shall forward to the Trustee any Securities and coupons
surrendered to them for replacement, for registration of transfer, or for
exchange or payment.  The Trustee shall cancel all Securities and
coupons surrendered for replacement, for registration of transfer, or for
exchange, payment, redemption or cancellation and may destroy cancelled
Securities and coupons and, if so destroyed, shall issue a certificate of
destruction to the Company.  The Company may not issue new Securities
to replace Securities that it has paid or delivered to the Trustee for
cancellation.

       

      Section
3.10.  COMPUTATION OF INTEREST.  Except as otherwise
specified as contemplated by Section 3.1, interest on the Securities of each
series shall be computed on the basis of a 360-day year of twelve 30-day
months.

       

      Section
3.11.  CURRENCY AND MANNER OF PAYMENT IN RESPECT OF
SECURITIES.  (a) Unless otherwise specified with respect to any
Securities pursuant to Section 3.1, with respect to Registered Securities of any
series and with respect to Bearer Securities of any series payment of the
principal of, premium, if any, interest, if any, and other amounts, if any, on
any Registered or Bearer Security of such series will be made in the currency or
currencies or currency unit or units in which such Registered Security or Bearer
Security, as the case may be, is payable.  The provisions of this
Section 3.11, including without limitation any defined terms specified herein,
may be modified or superseded in whole or in part pursuant to Section 3.1 with
respect to any Securities.

       

      
        
          
          

        

        
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      (b)           If
expressly specified pursuant to Section 3.1, with respect to Registered
Securities of any series, Holders shall have the option, subject to paragraphs
(d) and (e) below, to receive payments of principal of, premium, if any, or
interest, if any, on such Registered Securities in any of the currencies or
currency units which may be designated for such election by delivering to the
Trustee (or the applicable Paying Agent) a written election with signature
guarantees and in the applicable form established pursuant to Section 3.1, not
later than the close of business on the Election Date immediately preceding the
applicable payment date.  If a Holder so elects to receive such
payments in any such currency or currency unit, such election will remain in
effect for such Holder or any transferee of such Holder until changed by such
Holder or such transferee by written notice to the Trustee (or any applicable
Paying Agent) for such series of Registered Securities (but any such change must
be made not later than the close of business on the Election Date immediately
preceding the next payment date to be effective for the payment to be made on
such payment date, and no such change of election may be made with respect to
payments to be made on any Registered Security of such series with respect to
which an Event of Default has occurred or with respect to which the Company has
deposited funds pursuant to Article IV or with respect to which a notice of
redemption has been given by or on behalf of the Company).  Any Holder
of any such Registered Security who shall not have delivered any such election
to the Trustee (or any applicable Paying Agent) not later than the close of
business on the applicable Election Date will be paid the amount due on the
applicable payment date in the relevant currency or currency unit as provided in
Section 3.11(a).  The Trustee (or the applicable Paying Agent) shall
notify the Company and the Exchange Rate Agent as soon as practicable after the
Election Date of the aggregate principal amount of Registered Securities for
which Holders have made such written election.

       

      (c)           If
the election referred to in paragraph (b) above has been provided for with
respect to any Registered Securities of a series pursuant to Section 3.1, then,
unless otherwise specified pursuant to Section 3.1 with respect to any such
Registered Securities, not later than the fourth Business Day after the Election
Date for each payment date for such Registered Securities, the Exchange Rate
Agent will deliver to the Company a written notice specifying, in the currency
or currencies or currency unit or units in which Registered Securities of such
series are payable, the respective aggregate amounts of principal of, premium,
if any, and interest, if any, on such Registered Securities to be paid on such
payment date, and specifying the amounts in such currency or currencies or
currency unit or units so payable in respect of such Registered Securities as to
which the Holders of Registered Securities denominated in any currency or
currencies or currency unit or units shall have elected to be paid in another
currency or currency unit as provided in paragraph (b) above.  If the
election referred to in paragraph (b) above has been provided for with respect
to any Registered Securities of a series pursuant to Section 3.1, and if at
least one Holder has made such election, then, unless otherwise specified
pursuant to Section 3.1, on the second Business Day preceding such payment date
the Company will deliver to the Trustee (or the applicable Paying Agent) an
Exchange Rate Officers’ Certificate in respect of the Dollar, Foreign Currency
or Currencies or other currency unit payments to be made on such payment
date.  Unless otherwise specified pursuant to Section 3.1, the Dollar,
Foreign Currency or Currencies or other currency unit amount receivable by
Holders of Registered Securities who have elected payment in a currency or
currency unit as provided in paragraph (b) above shall be determined by the
Company on the basis of the applicable Market Exchange Rate in effect on the
second Business Day (the “Valuation Date”) immediately preceding each payment
date, and such determination shall be conclusive and binding for all purposes,
absent manifest error.

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

         

      

      (d)           If
a Conversion Event occurs with respect to a Foreign Currency or any other
currency unit in which any of the Securities are denominated or payable
otherwise than pursuant to an election provided for pursuant to paragraph (b)
above, then, unless otherwise specified pursuant to Section 3.1, with respect to
each date for the payment of principal of, premium, if any, and interest, if
any, on the applicable Securities denominated or payable in such Foreign
Currency or such other currency unit occurring after the last date on which such
Foreign Currency or such other currency unit was used (the “Conversion Date”),
the Dollar shall be the currency of payment for use on each such payment date
(but such Foreign Currency or such other currency unit that was previously the
currency of payment shall, at the Company’s election, resume being the currency
of payment on the first such payment date preceded by 15 Business Days during
which the circumstances which gave rise to the Dollar becoming such currency of
payment no longer prevail).  Unless otherwise specified pursuant to
Section 3.1, the Dollar amount to be paid by the Company to the Trustee or any
applicable Paying Agent and by the Trustee or any applicable Paying Agent to the
Holders of such Securities with respect to such payment date shall be, in the
case of a Foreign Currency other than a currency unit, the Dollar Equivalent of
the Foreign Currency or, in the case of a Foreign Currency that is a currency
unit, the Dollar Equivalent of the Currency Unit, in each case as determined by
the Exchange Rate Agent in the manner provided in paragraph (f) or (g)
below.

       

      (e)           Unless
otherwise specified pursuant to Section 3.1, if the Holder of a Registered
Security denominated in any currency or currency unit shall have elected to be
paid in another currency or currency unit or in other currencies as provided in
paragraph (b) above, and (i) a Conversion Event occurs with respect to any such
elected currency or currency unit, such Holder shall receive payment in the
currency or currency unit in which payment would have been made in the absence
of such election and (ii) if a Conversion Event occurs with respect to the
currency or currency unit in which payment would have been made in the absence
of such election, such Holder shall receive payment in Dollars as provided in
paragraph (d) of this Section 3.11 (but, subject to any contravening valid
election pursuant to paragraph (b) above, the elected payment currency or
currency unit, in the case of the circumstances described in clause (i) above,
or the payment currency or currency unit in the absence of such election, in the
case of the circumstances described in clause (ii) above, shall, at the
Company’s election, resume being the currency or currency unit of payment with
respect to Holders who have so elected, but only with respect to payments on
payment dates preceded by 15 Business Days during which the circumstances which
gave rise to such currency or currency unit, in the case of the circumstances
described in clause (i) above, or the Dollar, in the case of the circumstances
described in clause (ii) above, becoming the currency or currency unit, as
applicable, of payment, no longer prevail).

       

      (f)           The
“Dollar Equivalent of the Foreign Currency” shall be determined by the Exchange
Rate Agent and shall be obtained for each subsequent payment date by the
Exchange Rate Agent by converting the specified Foreign Currency into Dollars at
the Market Exchange Rate on the Conversion Date.

       

      (g)           The
“Dollar Equivalent of the Currency Unit” shall be determined by the Exchange
Rate Agent and, subject to the provisions of paragraph (h) below, shall be the
sum of each amount obtained by converting the Specified Amount of each Component
Currency (as each such term is defined in paragraph (h) below) into Dollars at
the Market Exchange Rate for such Component Currency on the Valuation Date with
respect to each payment.

       

      (h)           For
purposes of this Section 3.11, the following terms shall have the following
meanings:

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

         

      

      A
“Component Currency” shall mean any currency which, on the Conversion Date, was
a component currency of the relevant currency unit.

       

      “Conversion
Event” shall mean the cessation of use of (i) a Foreign Currency both by the
government of the country which issued such currency and for the settlement of
transactions by a central bank or other public institutions of or within the
international banking community, or (ii) any currency unit for the purposes for
which it was established.

       

      “Election
Date” shall mean the Regular Record Date for the applicable series of Registered
Securities as specified pursuant to Section 3.1 by which the written election
referred to in Section 3.11(b) may be made.

       

      “Exchange
Rate Agent”, when used with respect to Securities of or within any series, shall
mean, unless otherwise specified with respect to any Securities pursuant to
Section 3.1, a New York Clearing House bank designated pursuant to Section 3.1
or Section 3.12.

       

      “Exchange
Rate Officer’s Certificate” shall mean a certificate setting forth (i) the
applicable Market Exchange Rate or the applicable bid quotation and (ii) the
Dollar or Foreign Currency amounts of principal (and premium, if any) and
interest, if any (on an aggregate basis and on the basis of a Security having
the lowest denomination principal amount in the relevant currency or currency
unit), payable with respect to a Security of any series on the basis of such
Market Exchange Rate or the applicable bid quotation, signed by the President,
the Chief Executive Officer, the Chief Financial Officer, any Vice President,
the Treasurer, or any Assistant Treasurer of the Company.

       

      “Market
Exchange Rate” shall mean, unless otherwise specified with respect to any
Securities pursuant to Section 3.1, as of any date of determination, (i) for any
conversion involving a currency unit on the one hand and Dollars or any Foreign
Currency on the other, the exchange rate between the relevant currency unit and
Dollars or such Foreign Currency calculated by the method specified pursuant to
Section 3.1 for the Securities of the relevant series, (ii) for any conversion
of Dollars into any Foreign Currency, the noon buying rate for such Foreign
Currency for cable transfers quoted in New York City as certified for customs
purposes by the Federal Reserve Bank of New York and (iii) for any conversion of
one Foreign Currency into Dollars or another Foreign Currency, the spot rate at
noon local time in the relevant market at which, in accordance with normal
banking procedures, the Dollars or Foreign Currency into which conversion is
being made could be purchased with the Foreign Currency from which conversion is
being made from major banks located in New York City, London or any other
principal market for Dollars or such purchased Foreign Currency, in each case
determined by the Exchange Rate Agent.  Unless otherwise specified
with respect to any Securities pursuant to Section 3.1, in the event of the
unavailability of any of the exchange rates provided for in the foregoing
clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its sole
discretion and without liability on its part, such quotation of the Federal
Reserve Bank of New York as of the most recent available date, or quotations
from one or more major banks in New York City, London or other principal market
for such currency or currency unit in question (which may include any such bank
acting as Trustee under this Indenture), or such other quotations as the
Exchange Rate Agent shall deem appropriate.  Unless otherwise
specified by the Exchange Rate Agent, if there is more than one market for
dealing in any currency or currency unit by reason of foreign exchange
regulations or otherwise, the market to be used in respect of such currency or
currency unit shall be that upon which a nonresident issuer of securities
designated in such currency or currency unit would purchase such currency or
currency unit in order to make payments in respect of such
securities.

       

      
        
          
          

        

        
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      A
“Specified Amount” of a Component Currency shall mean the number of units of
such Component Currency or fractions thereof which such Component Currency
represented in the relevant currency unit on the Conversion Date.  If
after the Conversion Date the official unit of any Component Currency is altered
by way of combination or subdivision, the Specified Amount of such Component
Currency shall be divided or multiplied in the same proportion.  If
after the Conversion Date two or more Component Currencies are consolidated into
a single currency, the respective Specified Amounts of such Component Currencies
shall be replaced by an amount in such single currency equal to the sum of the
respective Specified Amounts of such consolidated Component Currencies expressed
in such single currency, and such amount shall thereafter be a Specified Amount
and such single currency shall thereafter be a Component Currency.  If
after the Conversion Date any Component Currency shall be divided into two or
more currencies, the Specified Amount of such Component Currency shall be
replaced by specified amounts of such two or more currencies, the sum of which,
at the Market Exchange Rate of such two or more currencies on the date of such
replacement, shall be equal to the Specified Amount of such former Component
Currency and such amounts shall thereafter be Specified Amounts and such
currencies shall thereafter be Component Currencies.  If, after the
Conversion Date of the relevant currency unit, a Conversion Event (other than
any event referred to above in this definition of “Specified Amount”) occurs
with respect to any Component Currency of such currency unit and is continuing
on the applicable Valuation Date, the Specified Amount of such Component
Currency shall, for purposes of calculating the Dollar Equivalent of the
Currency Unit, be converted into Dollars at the Market Exchange Rate in effect
on the Conversion Date of such Component Currency.

       

      All
decisions and determinations of the Exchange Rate Agent regarding the Dollar
Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency Unit,
the Market Exchange Rate and changes in the Specified Amounts as specified above
shall be in its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and irrevocably binding upon the Company, the
Trustee (and any applicable Paying Agent) and all Holders of Securities
denominated or payable in the relevant currency, currencies or currency
units.  The Exchange Rate Agent shall promptly give written notice to
the Company and the Trustee of any such decision or determination.

       

      In the
event that the Company determines in good faith that a Conversion Event has
occurred with respect to a Foreign Currency, the Company will promptly give
written notice thereof to the Trustee (or any applicable Paying Agent) and to
the Exchange Rate Agent (and the Trustee (or such Paying Agent) will promptly
thereafter give notice in the manner provided in Section 1.6 to the affected
Holders) specifying the Conversion Date.  In the event the Company so
determines that a Conversion Event has occurred with respect to any currency
unit in which Securities are denominated or payable, the Company will promptly
give written notice thereof to the Trustee (or any applicable Paying Agent) and
to the Exchange Rate Agent (and the Trustee (or such Paying Agent) will promptly
thereafter give notice in the manner provided in Section 1.6 to the affected
Holders) specifying the Conversion Date and the Specified Amount of each
Component Currency on the Conversion Date.  In the event the Company
determines in good faith that any subsequent change in any Component Currency as
set forth in the definition of Specified Amount above has occurred, the Company
will similarly give written notice to the Trustee (or any applicable Paying
Agent) and to the Exchange Rate Agent.

       

      
        
          
          

        

        
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      The
Trustee of the appropriate series of Securities shall be fully justified and
protected in relying and acting upon information received by it from the Company
and the Exchange Rate Agent and shall not otherwise have any duty or obligation
to determine the accuracy or validity of such information independent of the
Company or the Exchange Rate Agent.

       

      Section
3.12.  APPOINTMENT AND RESIGNATION OF EXCHANGE RATE
AGENT.  (a) Unless otherwise specified pursuant to Section 3.1, if and
so long as the Securities of any series (i) are denominated in a currency or
currency unit other than Dollars or (ii) may be payable in a currency or
currency unit other than Dollars, or so long as it is required under any other
provision of this Indenture, then the Company will maintain with respect to each
such series of Securities, or as so required, at least one Exchange Rate
Agent.  The Company will cause the Exchange Rate Agent to make the
necessary foreign exchange determinations at the time and in the manner
specified pursuant to Section 3.11 for the purpose of determining the applicable
rate of exchange and, if applicable, for the purpose of converting the issued
currency or currencies or currency unit or units into the applicable payment
currency or currency unit for the payment of principal, premium, if any, and
interest, if any, pursuant to Section 3.11.

       

      (b)           No
resignation of the Exchange Rate Agent and no appointment of a successor
Exchange Rate Agent pursuant to this Section shall become effective until the
acceptance of appointment by the successor Exchange Rate Agent as evidenced by a
written instrument delivered to the Company and the Trustee of the appropriate
series of Securities accepting such appointment executed by the successor
Exchange Rate Agent.

       

      (c)           If
the Exchange Rate Agent shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of the Exchange Rate Agent for any
cause, with respect to the Securities of one or more series, the Company shall
promptly appoint a successor Exchange Rate Agent or Exchange Rate Agents with
respect to the Securities of that or those series (it being understood that any
such successor Exchange Rate Agent may be appointed with respect to the
Securities of one or more or all of such series and that, unless otherwise
specified pursuant to Section 3.1, at any time there shall only be one Exchange
Rate Agent with respect to the Securities of any particular series that are
originally issued by the Company on the same date and that are initially
denominated and/or payable in the same currency or currencies or currency unit
or units).

       

      Section
3.13.  WIRE TRANSFERS.  Notwithstanding any other provisions
to the contrary in this Indenture, the Company may make any payment of monies
required to be deposited with the Trustee on account of principal of, or
premium, if any, or interest on, the Securities (whether pursuant to optional or
mandatory redemption payments, interest payment or otherwise) by wire transfer
and immediately available funds to an account designated by the Trustee on or
before the date and time such monies are to be paid to the Holders of the
Security in accordance with the terms hereof.

       

      
        
          
          

        

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

       

      ARTICLE
IV

       

      SATISFACTION,
DISCHARGE AND DEFEASANCE

       

      Section
4.1.  TERMINATION OF COMPANY’S OBLIGATIONS UNDER THE
INDENTURE.  (a) This Indenture shall upon Company Request cease to be
of further effect with respect to Securities of or within any series and any
coupons appertaining thereto (except as to any surviving rights of registration
of transfer or exchange of such Securities and replacement of such Securities
which may have been lost, stolen or mutilated as herein expressly provided for)
and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to such
Securities and any coupons appertaining thereto when

       

      (1)           either

       

      (A)         all
such Securities previously authenticated and delivered and all coupons
appertaining thereto (other than (i) such coupons appertaining to Bearer
Securities surrendered in exchange for Registered Securities and maturing after
such exchange, surrender of which is not required or has been waived as provided
in Section 3.5, (ii) such Securities and coupons which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section 3.6, (iii)
such coupons appertaining to Bearer Securities called for redemption and
maturing after the relevant Redemption Date, surrender of which has been waived
as provided in Section 10.6 and (iv) such Securities and coupons for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 9.3) have been delivered to the Trustee for
cancellation; or

       

      (B)          all
Securities of such series and, in the case of (i) or (ii) below, any coupons
appertaining thereto not theretofore delivered to the Trustee for
cancellation

       

      (i)           
have become due and payable, or

       

      (ii)           will
become due and payable at their Stated Maturity within one year, or

       

      (iii)          if
redeemable at the option of the Company, are to be called for redemption within
one year under arrangements satisfactory to the Trustee for giving of notice of
redemption, and the Company, in the case of (i), (ii) or (iii) above, has
irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust for the purpose an amount in the currency or currencies or currency
unit or units in which the Securities of such series are payable, sufficient to
pay and discharge the entire indebtedness on such Securities and such coupons
not theretofore delivered to the Trustee for cancellation, for principal,
premium, if any, and interest, with respect thereto, to the date of such deposit
(in the case of Securities which have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be;

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

         

      

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

       

      (3)           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 as to such series have been
complied with.

       

      Notwithstanding
the satisfaction and discharge of this Indenture, the obligation of the Company
to the Trustee and any predecessor Trustee under Section 6.8 and the obligations
of the Company to any Authenticating Agent under Section 6.13 shall survive
until the Securities of the discharged series have been paid in full, and, if
money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 4.2 and
the last paragraph of Section 9.3 shall survive in accordance with the terms of
such Sections.

       

      Section
4.2.  APPLICATION OF TRUST FUNDS.  Subject to the provisions
of the last paragraph of Section 9.3, all money deposited with the Trustee
pursuant to Section 4.1 shall be held in trust and applied by it, in accordance
with the provisions of the Securities, the coupons and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal, premium, if any and any interest for whose
payment such money has been deposited with or received by the Trustee, but such
money need not be segregated from other funds except to the extent required by
law.

       

      Section
4.3.  APPLICABILITY OF DEFEASANCE PROVISIONS; COMPANY’S OPTION TO
EFFECT DEFEASANCE OR COVENANT DEFEASANCE.  Unless pursuant to Section
3.1 provision is made to exclude with respect to the Securities of a particular
series either or both of (i) defeasance of the Securities of or within such
series under Section 4.4 or (ii) covenant defeasance of the Securities of or
within such series under Section 4.5, then, in addition to the rights of the
Company pursuant to Section 4.1 above, the provisions of such Section or
Sections, as the case may be, together with the provisions of Sections 4.6
through 4.9 inclusive, with such modifications thereto as may be specified
pursuant to Section 3.1 with respect to any Securities of such series, shall be
applicable to such Securities and any coupons appertaining thereto, and the
Company may at its option, at any time, with respect to such Securities and any
coupons appertaining thereto, elect to have Section 4.4 (if applicable) or
Section 4.5 (if applicable) be applied to such Outstanding Securities and any
coupons appertaining thereto upon compliance with the conditions set forth below
in this Article.

       

      
        
          
          

        

        
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      Section
4.4.  DEFEASANCE AND DISCHARGE.  Upon the Company’s exercise
of the option specified in Section 4.3 applicable to this Section with respect
to the Securities of or within a series, the Company shall be deemed to have
been discharged from its obligations with respect to such Securities and any
coupons appertaining thereto on the date the conditions set forth in Section 4.6
are satisfied (hereinafter, a “defeasance”).  For this purpose, such
defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by such Securities and any coupons
appertaining thereto, which Securities and coupons appertaining thereto shall
thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7
and the other Sections of this Indenture referred to in clause (ii) of this
Section, and to have satisfied all its other obligations under such Securities
and any coupons appertaining thereto and this Indenture insofar as such
Securities and any coupons appertaining thereto are concerned (and the Trustee,
at the expense of the Company, shall on Company Order execute proper instruments
acknowledging the same), except the following which shall survive until
otherwise terminated or discharged hereunder:  (i) the rights of
Holders of such Securities and any coupons appertaining thereto to receive,
solely from the trust funds described in Section 4.6(a) and as more fully set
forth in such Section, payments in respect of the principal of, premium, if any,
and interest, if any, on such Securities or any coupons appertaining thereto
when such payments are due; (ii) the Company’s obligations with respect to such
Securities under Sections 3.5, 3.6, 9.2 and 9.3 and with respect to the payment
of additional amounts, if any, payable with respect to such Securities as
specified pursuant to Section 3.1(b) (18); (iii) the rights, powers, trusts,
duties, immunities and indemnities of the Trustee hereunder and (iv) this
Article IV.  Subject to compliance with this Article IV, the Company
may exercise its option under this Section notwithstanding the prior exercise of
its option under Section 4.5 with respect to such Securities and any coupons
appertaining thereto.  Following a defeasance, payment of such
Securities may not be accelerated because of an Event of Default.

       

      Section
4.5.  COVENANT DEFEASANCE.  Upon the Company’s exercise of
the option specified in Section 4.3 applicable to this Section with respect to
any Securities of or within a series, the Company shall be released from its
obligations under Sections 7.1, 9.4 and 9.5, and, if specified pursuant to
Section 3.1, its obligations under any other covenant, with respect to such
Securities and any coupons appertaining thereto on and after the date the
conditions set forth in Section 4.6 are satisfied (hereinafter, “covenant
defeasance”), and such Securities and any coupons appertaining thereto shall
thereafter be deemed to be not “Outstanding” for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with Sections 7.1, 9.4 and 9.5, or such other specified
covenant, and the operation of Sections 5.1(3) and 5.1(6), but shall continue to
be deemed “Outstanding” for all other purposes hereunder.  For this
purpose, such covenant defeasance means that, with respect to such Securities
and any coupons appertaining thereto, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such Section or such other covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
such other covenant or by reason of reference in any such Section or such other
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 5.1(3) or 5.1(6) or otherwise, as the case may be, but, except as
specified above, the remainder of this Indenture and such Securities and any
coupons appertaining thereto shall be unaffected thereby.

       

      Section
4.6.  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.  The
following shall be the conditions to application of Section 4.4 or Section 4.5
to any Securities of or within a series and any coupons appertaining
thereto:

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

         

      

      (a)           The
Company shall have deposited or caused to be deposited irrevocably with the
Trustee (or another trustee satisfying the requirements of Section 6.11 who
shall agree to comply with, and shall be entitled to the benefits of, the
provisions of Sections 4.3 through 4.9 inclusive and the last paragraph of
Section 9.3 applicable to the Trustee, for purposes of such Sections also a
“Trustee”) as trust funds in trust for the purpose of making the payments
referred to in clauses (x) and (y) of this Section 4.6(a), with instructions to
the Trustee as to the application thereof, (A) money in an amount (in such
currency, currencies or currency unit in which such Securities and any coupons
appertaining thereto are then specified as payable at Maturity), or (B)
Government Obligations which through the payment of interest and principal in
respect thereof in accordance with their terms will provide, not later than one
day before the due date of any payment referred to in clause (x) or (y) of this
Section 4.6(a), money in an amount or (C) a combination thereof in an amount,
sufficient, in the determination of a nationally recognized independent
accounting or investment banking firm expressed in a written certification
thereof delivered to the Trustee in the case of clauses (B) or (C), to pay and
discharge, and which shall be applied by the Trustee to pay and discharge, (x)
the principal of, premium, if any, and interest, if any, on such Securities and
any coupons appertaining thereto on the Maturity of such principal or
installment of principal or interest and (y) any mandatory sinking fund payments
applicable to such Securities on the day on which such payments are due and
payable in accordance with the terms of this Indenture and such Securities and
any coupons appertaining thereto.

       

      Before
such a deposit the Company may make arrangements satisfactory to the Trustee for
the redemption of Securities at a future date or dates in accordance with
Article X which shall be given effect in applying the foregoing.

       

      (b)           The
deposit pursuant to subsection (a) above shall not result in or constitute a
Default or Event of Default under this Indenture or result in a breach or
violation of, or constitute a default under, any other material agreement or
instrument to which the Company is a party or by which it is bound.

       

      (c)           In
the case of an election under Section 4.4, no Default or Event of Default under
Section 5.1(4) or 5.1(5) with respect to such Securities and any coupons
appertaining thereto shall have occurred and be continuing during the period
commencing on the date of such deposit and ending on the 91st day after such
date (it being understood that this condition shall not be deemed satisfied
until the expiration of such period).

       

      (d)           In
the case of an election under Section 4.4, the Company shall have delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect
that (i) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling, or (ii) since the date of execution of this
Indenture, there has been a change in the applicable Federal income tax law, in
either case to the effect that, and based thereon such opinion shall confirm
that, the Holders of such Securities and any coupons appertaining thereto will
not recognize income, gain or loss for Federal income tax purposes as a result
of such defeasance and will be subject to Federal income tax on the same amounts
and in the same manner and at the same times, as would have been the case if
such deposit, defeasance and discharge had not occurred.

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

         

      

      (e)           In
the case of an election under Section 4.5, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of such
Securities and any coupons appertaining thereto will not recognize income, gain
or loss for Federal income tax purposes as a result of such covenant defeasance
and will be subject to Federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such covenant
defeasance had not occurred.

       

      (f)           The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
under Section 4.4 or the covenant defeasance under Section 4.5 (as the case may
be) have been complied with and an Opinion of Counsel to the effect that either
(i) as a result of a deposit pursuant to subsection (a) above and the related
exercise of the Company’s option under Section 4.4 or Section 4.5 (as the case
may be), registration is not required under the Investment Company Act of 1940,
as amended, by the Company, with respect to the trust funds representing such
deposit or by the trustee for such trust funds or (ii) all necessary
registrations under said act have been effected.

       

      (g)           Such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed
on the Company in connection therewith as contemplated by Section
3.1.

       

      Section
4.7.  DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST.  Subject to the provisions of the last paragraph of Section
9.3, all money and Government Obligations (or other property as may be provided
pursuant to Section 3.1) (including the proceeds thereof) deposited with the
Trustee pursuant to Section 4.6 in respect of any Securities of any series and
any coupons appertaining thereto shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and any coupons
appertaining thereto and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities and any coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, if any, but such money need not be
segregated from other funds except to the extent required by law.

       

      If
specified with respect to any Security pursuant to Section 3.1, if, after a
deposit referred to in Section 4.6(a) has been made, (i) the Holder of a
Security in respect of which such deposit was made is entitled to, and does,
elect pursuant to Section 3.11(b) or the terms of such Security to receive
payment in a currency or currency unit other than that in which the deposit
pursuant to Section 4.6(a) has been made in respect of such Security, or (ii) a
Conversion Event occurs as contemplated in Section 3.11(d) or 3.11(e) or by the
terms of any Security in respect of which the deposit pursuant to Section 4.6(a)
has been made, the indebtedness represented by such Security and any coupons
appertaining thereto shall be deemed to have been, and will be, fully discharged
and satisfied through the payment of the principal of, premium, if any, and
interest, if any, on such Security as the same becomes due out of the proceeds
yielded by converting (from time to time as specified below in the case of any
such election) the amount or other property deposited in respect of such
Security into the currency or currency unit in which such Security becomes
payable as a result of such election or Conversion Event based on the applicable
Market Exchange Rate for such currency or currency unit in effect on the second
Business Day prior to each payment date, except, with respect to a Conversion
Event, for such currency or currency unit in effect (as nearly as feasible) at
the time of the Conversion Event.

       

      
        
          
          

        

        
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      Section
4.8.  REPAYMENT TO COMPANY.  The Trustee (and any Paying
Agent) shall promptly pay to the Company upon Company Request any excess money
or securities held by them at any time.

       

      Section
4.9.  INDEMNITY FOR GOVERNMENT OBLIGATIONS.  The Company
shall pay, and shall indemnify the Trustee against, any tax, fee or other charge
imposed on or assessed against Government Obligations deposited pursuant to this
Article or the principal and interest received on such Government Obligations,
other than any such tax, fee or other charge that by law is for the account of
the Holders of the Securities subject to defeasance or covenant defeasance
pursuant to this Article.

       

      ARTICLE
V

       

      DEFAULTS
AND REMEDIES

       

      Section
5.1.  EVENTS OF DEFAULT.  An “Event of Default” occurs with
respect to the Securities of any series, except to the extent such event is
specifically deleted or modified by the applicable Board Resolutions or
supplemental indenture as contemplated by Section 3.1 for the Securities of such
series, if (whatever the reason for such Event of Default and whether it shall
be voluntary or involuntary or be 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):

       

      (1)           the
Company defaults in the payment of interest on any Security of that series or
any coupon appertaining thereto or any additional amount payable with respect to
any Security of that series as specified pursuant to Section 3.1(b)(17) when the
same becomes due and payable and such default continues for a period of 30
days;

       

      (2)           the
Company defaults in the payment of the principal of or any premium on any
Security of that series when the same becomes due and payable at its Maturity or
on redemption or otherwise, or in the payment of a mandatory sinking fund
payment when and as due by the terms of the Securities of that
series;

       

      (3)           the
Company defaults in the performance of, or breaches, any covenant or warranty of
the Company in this Indenture with respect to any Security of that series (other
than a covenant or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with), and such default or breach
continues for a period of 90 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding Securities
of that series, a written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a “Notice of Default”
hereunder;

       

      (4)           the
Company, pursuant to or within the meaning of any Bankruptcy Law, (A) commences
a voluntary case, (B) consents to the entry of an order for relief against it in
an involuntary case, (C) consents to the appointment of a Custodian of it or for
all or substantially all of its property, or (D) makes a general assignment for
the benefit of its creditors;

       

      
        
          
          

        

        
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      (5)           a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that (A) is for relief against the Company in an involuntary case, (B)
appoints a Custodian of the Company or for all or substantially all of its
property, or (C) orders the liquidation of the Company; and the order or decree
remains unstayed and in effect for 90 days; or

       

      (6)           any
other Event of Default provided as contemplated by Section 3.1 with respect to
Securities of that series.

       

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

       

      Section
5.2.  ACCELERATION; RESCISSION AND ANNULMENT.  If an Event
of Default with respect to the Securities of any series at the time Outstanding
occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of all of the Outstanding Securities of that series,
by written notice to the Company (and, if given by the Holders, to the Trustee),
may declare the principal (or, if the Securities of that series are Original
Issue Discount Securities or Indexed Securities, such portion of the principal
amount or other amount as may be specified in the terms of that series) of all
the Securities of that series to be due and payable and upon any such
declaration such principal (or, in the case of Original Issue Discount
Securities or Indexed Securities, such specified amount) shall be immediately
due and payable.

       

      At any
time after such a declaration of acceleration with respect to Securities of any
series has been made and before a judgment or decree for payment of the money
due has been obtained by the Trustee as hereinafter in this Article provided,
the Holders of a majority in aggregate principal amount of the Outstanding
Securities of that series, by written notice to the Trustee, may rescind and
annul such declaration and its consequences if all existing Defaults and Events
of Default with respect to Securities of that series, other than the non-payment
of the principal of Securities of that series which have become due solely by
such declaration of acceleration, have been cured or waived as provided in
Section 5.7.  Upon any such rescission, the parties hereto shall be
restored respectively to their several positions and rights hereunder, and all
rights, remedies and powers of the parties hereto shall continue as though no
acceleration had occurred.

       

      Section
5.3.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.  The Company covenants that if

       

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

       

      (2)           default
is made in the payment of the principal of (or premium, if any, on) any Security
of any series at the Maturity thereof and such default continues for a period of
10 days, the Company will, upon demand of the Trustee, pay to it, for the
benefit of the Holders of such Securities or coupons, if any, the whole amount
then due and payable on such Securities for principal, premium, if any, and
interest and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal, premium, if any, and on any
overdue interest, at the rate or rates prescribed therefor in such Securities or
coupons.

       

      
        
          
          

        

        
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      If the
Company fails to pay such principal, premium, if any, and interest amounts
forthwith upon such demand, the Trustee, in its own name and as trustee of an
express trust, may institute a judicial proceeding for the collection of such
principal, premium, if any, and interest amounts so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company.

       

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

       

      Section
5.4.  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 of
Securities allowed in any judicial proceedings relating to the Company, its
creditors or its property.

       

      Section
5.5.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES.  All rights of action and claims under this Indenture or
the Securities may be prosecuted and enforced by the Trustee, in its own name
and as trustee of an express trust, without the possession of any of the
Securities or the production thereof in any proceeding relating
thereto.

       

      Section
5.6.  DELAY OR OMISSION NOT WAIVER.  No delay or omission by
the Trustee or any Holder of any Securities to exercise any right or remedy
accruing upon an Event of Default shall impair any such right or remedy or
constitute a waiver of or acquiescence in any such Event of
Default.

       

      Section
5.7.  WAIVER OF PAST DEFAULTS.  The Holders of a majority in
aggregate principal amount of Outstanding Securities of any series by notice to
the Trustee may waive on behalf of the Holders of all Securities of such series
a past Default or Event of Default with respect to that series and its
consequences except a Default or Event of Default (i) in the payment of the
principal of, premium, if any, or interest on any Security of such series or any
coupon appertaining thereto or (ii) in respect of a covenant or provision hereof
which pursuant to Section 8.2 cannot be amended or modified without the consent
of the Holder of each Outstanding Security of such series adversely
affected.  Upon any such waiver, such Default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereon.  In case of any such waiver, the Company, the Trustee and the
Holders shall be restored to their former positions and rights hereunder and
under the Securities of such series, respectively.

       

      
        
          
          

        

        
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      Section
5.8.  CONTROL BY MAJORITY.  The Holders of a majority in
aggregate principal amount of the Outstanding Securities of each series affected
(with each such series voting as a class) shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on it with respect to
Securities of that series; provided, however, that (i) the Trustee may refuse to
follow any direction that conflicts with law or this Indenture, (ii) the Trustee
may refuse to follow any direction that is unduly prejudicial to the rights of
the Holders of Securities of such series not consenting, or that would in the
good faith judgment of the Trustee have a substantial likelihood of involving
the Trustee in personal liability and (iii) the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such
direction.

       

      Section
5.9.  LIMITATION ON SUITS BY HOLDERS.  No Holder of any
Security of any series or any coupons appertaining thereto shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

       

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

       

      (2)           the
Holders of at least 25% in aggregate principal amount of the Outstanding
Securities of that series have made a written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

       

      (3)           such
Holder or Holders have offered to the Trustee indemnity satisfactory to the
Trustee against any loss, liability or expense to be, or which may be, incurred
by the Trustee in pursuing the remedy;

       

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

       

      (5)           during
such 60 day period, the Holders of a majority in aggregate principal amount of
the Outstanding Securities of that series have not given to the Trustee a
direction inconsistent with such written request.

       

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

       

      Section
5.10.  RIGHTS OF HOLDERS TO RECEIVE
PAYMENT.  Notwithstanding any other provision of this Indenture, but
subject to Section 9.2, the right of any Holder of a Security or coupon of any
series to receive payment of principal of, premium, if any, and, subject to
Sections 3.5 and 3.7, interest on the Security, on or after the respective due
dates expressed in the Security (or, in case of redemption, on the redemption
dates), and the right of any Holder of a coupon to receive payment of interest
due as provided in such coupon, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.

       

      
        
           


        

        
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      Section
5.11.  APPLICATION OF MONEY COLLECTED.  If the Trustee
collects any money pursuant to this Article, it shall pay out the money in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal, premium, if any, or
interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully
paid:

       

      First:  to
the Trustee for amounts due under Section 6.8 in connection with such series of
Securities in respect of which money or other property is
collected;

       

      Second:  Subject
to the terms of any subordination entered into as contemplated by Section 3.1(b)
(27) hereof, to Holders of Securities of such series and coupons in respect of
which or for the benefit of which such money has been collected for amounts due
and unpaid on such Securities for principal of, premium, if any, and interest,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such Securities for principal, premium, if any, and interest,
respectively; and

       

      Third:  The
balance, if any, to the Company.

       

      The
Trustee may fix a record date and payment date for any payment to Holders
pursuant to this Section 5.11.  At least 15 days before such record
date, the Trustee shall mail to each Holder and the Company a notice that states
the record date, the payment date and the amount to be paid.

       

      Unless
otherwise specified in a supplemental indenture with respect to a series of
Securities, in any case where Securities are outstanding which are denominated
in more than one currency, or in a composite currency and at least one other
currency, and the Trustee is directed to make ratable payments under this
Section to Holders of Securities, the Trustee shall calculate the amount of such
payments as follows:  as of the day the Trustee collects an amount
under this Article, the Trustee shall, (i) as to each Holder of a Security to
whom an amount is due and payable under this Section which is denominated in a
foreign currency or a composite currency, determine that amount of Dollars that
would be obtained for the amount owing such Holder, using the rate of exchange
at which in accordance with normal banking procedures the Trustee could purchase
in Dollars as of such day with such amount owing, (ii) calculate the sum of all
Dollar amounts determined under (i) and add thereto any amounts due and payable
in Dollars; and (iii) using the individual amounts determined in (i) or any
individual amounts due and payable in Dollars, as the case may be, as a
numerator and the sum calculated in (ii) as a denominator, calculate as to each
Holder of a Security to whom an amount is owed under this Section the fraction
of the amount collected under this Article payable to such
Holder.  Any expenses incurred by the Trustee in actually converting
amounts owing Holders of Securities denominated in a currency or composite
currency other than that in which any amount is collected under this Article
shall be likewise (in accordance with this paragraph) be borne ratably by all
Holders of Securities to whom amounts are payable under this
Section.

       

      
        
           


        

        
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      Unless
otherwise specified in the supplemental indenture with respect to a series of
Securities, to the fullest extent allowed under applicable law, if for the
purpose of obtaining judgment against the Company in any court it is necessary
to convert the sum due in respect of the principal of, or any premium or
interest on the Securities of any series (the “Required Currency”) into a
currency in which judgment will be rendered (the “Judgment Currency”), the rate
of exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the New York Business Day preceding that
on which final judgment is given.  The Company shall not be liable for
any shortfall in payments to Holders of Securities under this Section caused by
a change in exchange rates between the time the amount of a judgment against it
is calculated as above and the time the Trustee converts the Judgment Currency
into the Required Currency to make payments under this Section to Holders of
Securities, but payment of such judgment shall discharge all amounts owed by the
Company on the claim or claims underlying such judgment.

       

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

       

      Section
5.13.  RIGHTS AND REMEDIES CUMULATIVE.  Except as otherwise
provided in Section 5.9 or with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
3.6, no right or remedy herein conferred upon or reserved to the Trustee or the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise.  The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or
remedy.

       

      ARTICLE
VI

        

      THE
TRUSTEE

        

      Section
6.1.  RIGHTS OF TRUSTEE.  Subject to the applicable
provisions of the Trust Indenture Act:

       

      (a)           The
Trustee may conclusively rely and shall be protected in acting or refraining
from acting upon any document believed by it to be genuine and to have been
signed or presented by the proper party or parties.  The Trustee need
not investigate any fact or matter stated in the document, and may conclusively
rely, in good faith, as to the truth of the statements and concerns of the
opinions expressed therein.

       

      (b)           Any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order (other than delivery of any
Security, together with any coupons appertaining thereto, to the Trustee for
authentication and delivery pursuant to Section 3.3, which shall be sufficiently
evidenced as provided therein) and any resolution of the Board of Directors may
be sufficiently evidenced by a Board Resolution.

       

      
        
           


        

        
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      (c)           Before
the Trustee acts or refrains from acting, it may consult with counsel or require
an Officers’ Certificate.  The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on a Board
Resolution, the written advice of counsel acceptable to the Trustee, a
certificate of an Officer or Officers delivered pursuant to Section 1.2, an
Officers’ Certificate or an Opinion of Counsel.

       

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

       

      (e)           The
Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its discretion or rights or
powers.

       

      (f)         
  The Trustee shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to
it.

       

      (g)           Except
during the continuance of an Event of Default, the Trustee undertakes to perform
such duties and only such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee.

       

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

       

      (i)         
  The Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of a majority in aggregate principal amount of the Outstanding
Securities (pursuant to Section 5.8) relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this
Indenture.

       

      (j)      
     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.

       

      (k)           Any
permissive right of the Trustee hereunder shall not be construed to be a
duty.

       

      (l)      
     The Trustee shall not be charged with knowledge of
any Event of Default, other than as described in Section 5.1(1) or (2), unless
and except to the extent actually known by a Responsible Officer of the Trustee
or written notice thereof is received by the Trustee at its Corporate Trust
Office.

       

      
        
           


        

        
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      Notwithstanding
anything contained herein to the contrary, in case an Event of Default with
respect to the Securities of any series has occurred and is continuing, and is
known to the Trustee, the Trustee shall exercise, with respect to Securities of
such series, such of the rights and powers vested in it by this Indenture, and
shall use the same degree of care and skill in their exercise, as a prudent
individual would exercise or use under the circumstances in the conduct of his
or her own affairs.

       

      Section
6.2.  TRUSTEE MAY HOLD SECURITIES.  The Trustee, any Paying
Agent, any Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and coupons and,
subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise
deal with the Company, an Affiliate or Subsidiary with the same rights it would
have if it were not Trustee, Paying Agent, Registrar or such other
agent.

       

      Section
6.3.  MONEY HELD IN TRUST.  Subject to the provisions of
Section 4.8 and the last paragraph of Section 9.3, all moneys received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by law.  The Trustee shall be
under no liability for investment of or interest on any money received by it
hereunder except as otherwise agreed with the Company.  Except for
amounts deposited pursuant to Article Four, so long as no Event of Default shall
have occurred and be continuing, all interest allowed on any such moneys shall
be paid from time to time to the Company upon a Company Order.  Money
held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law.

       

      Section
6.4.  TRUSTEE’S DISCLAIMER.  The recitals contained herein
and in the Securities, except the Trustee’s certificate of authentication, shall
be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness.  The Trustee makes no
representation as to the validity or adequacy of this Indenture or the
Securities or any coupon, except that the Trustee represents and warrants that
it is duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder and thereunder; that the
statements made by it in a Statement of Eligibility and Qualification on Form
T-1 supplied or to be supplied to the Company in connection with the
registration of any Securities are and at the time of delivery will be true and
accurate; and that such Statement complies and at the time of delivery will
comply with the requirements of the Trust Indenture Act and the Securities Act,
in each case, applicable to such Statement.  The Trustee shall not be
accountable for the Company’s use of the proceeds from the Securities or for
monies paid over to the Company pursuant to the Indenture.

       

      Section
6.5.  NOTICE OF DEFAULTS.  If a Default occurs and is
continuing with respect to the Securities of any series and if it is known to a
Responsible Officer of the Trustee, the Trustee shall, within 90 days after it
occurs, transmit, in the manner and to the extent provided in Section 313(c) of
the Trust Indenture Act, notice of all uncured Defaults known to it; provided,
however, that, except in the case of a Default in payment on the Securities of
any series, the Trustee may withhold the notice if and so long as a Responsible
Officer in good faith determines that withholding such notice is in the
interests of Holders of Securities of that series; provided, further, that in
the case of any default or breach of the character specified in Section 5.1(3)
with respect to the Securities and coupons of such series, no such notice to
Holders shall be given until at least 90 days after the occurrence
thereof.

       

      
        
           


        

        
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      Section
6.6.  REPORTS BY TRUSTEE TO HOLDERS.  (a) Within 60 days
after each May 15 of each year commencing with the first May 15 after the first
issuance of Securities pursuant to this Indenture, the Trustee shall transmit by
mail to all Holders of Securities as provided in Section 313(c) of the Trust
Indenture Act a brief report dated as of such May 15 if required by and in
compliance with Section 313(a) of the Trust Indenture Act.  A copy of
each report shall, at the time of such transmission to Holders, be filed by the
Trustee with each stock exchange, if any, upon which the Securities are listed,
with the Commission and with the Company.  The Company will promptly
notify the Trustee when the Securities are listed on any stock exchange and of
any delisting thereof.

       

      (b)           The
Trustee shall from time to time transmit by mail to all Holders of Securities as
provided in Section 313(c) of the Trust Indenture Act, such reports as are
required to be filed pursuant to Section 313(b) of the Trust Indenture
Act.

       

      Section
6.7.  SECURITY HOLDER LISTS.  The Trustee shall preserve in
as current a form as is reasonably practicable the most recent list available to
it of the names and addresses of Holders of Securities of each
series.  If the Trustee is not the Registrar, the Company shall
furnish to the Trustee semiannually on or before the last day of June and
December in each year, 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, containing all the information in the possession or control of the
Registrar, the Company or any of its Paying Agents other than the Trustee as to
the names and addresses of Holders of Securities of each such
series.  If there are Bearer Securities of any series Outstanding,
even if the Trustee is the Registrar, the Company shall furnish to the Trustee
such a list containing such information with respect to Holders of such Bearer
Securities only.

       

      Section
6.8.  COMPENSATION AND INDEMNITY.  (a) The Company shall pay
to the Trustee from time to time such reasonable compensation for its services
as the Company and the Trustee may agree in writing from time to
time.  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 expenses, disbursements
and advances incurred by it in connection with the performance of its duties
under this Indenture, except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith.  Such expenses shall
include the reasonable compensation and expenses of the Trustee’s agents and
counsel.

       

      (b)           The
Company shall indemnify the Trustee for, and hold it harmless against, any and
all loss, liability, damage, claim or expense (including attorneys fees and
expenses, and including taxes other than taxes based upon, measured by or
determined by the income of the Trustee), including without limitation the costs
and expenses of defending itself against any third-party claim (whether asserted
by any Holder or any other Person (other than the Company to the extent of any
claim brought by it against the Trustee that establishes a breach by the Trustee
in the observance or performance of its duties under this Indenture)), incurred
by it without negligence, willful misconduct or bad faith arising out of or in
connection with its acceptance or administration of the trust or trusts
hereunder, including the performance of its duties or the exercise of its powers
hereunder (collectively, “Claims”).  The Trustee shall notify the
Company promptly of any Claim (other than Claims made by the Company against the
Trustee) for which it may seek indemnity.  The Company may elect to
defend the Claim and, in such case, the Trustee shall cooperate in the
defense.  The Trustee may have separate counsel and the Company shall
pay the reasonable fees and expenses of such counsel.  The Company
need not pay for any settlement made without its consent.

       

      
        
           


        

        
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      (c)           The
Company need not reimburse any expense, disbursement or advance or indemnify
against any Claim incurred by the Trustee through negligence, willful misconduct
or bad faith on the part of the Trustee.

       

      (d)           To
secure the payment obligations of the Company pursuant to this Section, the
Trustee shall have a lien prior to the Securities of any series on all money or
property held or collected by the Trustee, except that held in trust to pay
principal, premium, if any, and interest on particular Securities.

       

      (e)           When
the Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 5.1(4) or Section 5.1(5), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable federal or state bankruptcy, insolvency or other similar
law.

       

      (f)           The
provisions of this Section shall survive the termination of this
Indenture.

       

      (g)           The
protections, agreements and indemnities afforded to the Trustee under this
Section shall include any other agency to which it may be appointed or with
respect to which it may serve hereunder, or in respect of any Securities under
any related Board Resolution or supplemental indenture, including but not
limited to registrar, paying agent, conversion agent or calculation
agent.

       

      Section
6.9.  SEPARATE TRUSTEE; REPLACEMENT OF TRUSTEE.  (a) The
Company may, but need not, appoint a separate Trustee for any one or more series
of Securities.  The resignation or removal of the Trustee and the
appointment of a successor Trustee shall become effective only upon the
successor Trustee’s acceptance of appointment as provided in Section
6.10.  In the event of an appointment of a separate Trustee for any
one or more series of Securities, the allocation of responsibilities between the
separate Trustees shall be determined at that time.

       

      (b)           The
Trustee may resign at any time with respect to the Securities of any one or more
series by giving written notice thereof to the Company.  If the
instrument of acceptance by a successor Trustee required by Section 6.10 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

       

      (c)           The
Holders of a majority in aggregate principal amount of the Outstanding
Securities of any series may remove the Trustee with respect to any one or more
series by so notifying the Trustee and the Company in writing and may appoint a
successor Trustee for such series with the Company’s consent.

       

      
        
           


        

        
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      If an
instrument of acceptance by a successor Trustee required by Section 6.10 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of removal, the Trustee being removed may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

       

      (d)           If
at any time:

       

      (1)           the
Trustee fails to comply with Section 310(b) of the Trust Indenture Act after
written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months, or

       

      (2)           the
Trustee shall cease to be eligible under Section 6.11 hereof or Section 310(a)
of the Trust Indenture Act and shall fail to resign after written request
therefor by the Company or by any Holder of a Security who has been a bona fide
Holder of a Security for at least six months; or

       

      (3)           the
Trustee becomes incapable of acting, is adjudged a bankrupt or an insolvent or a
receiver or public officer takes charge of the Trustee or its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then, in
any such case, (i) the Company may remove the Trustee with respect to all
Securities, or (ii) subject to Section 315(e) of the Trust Indenture Act, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

       

      (e)           If
the Trustee resigns or is removed or becomes incapable of acting or if a vacancy
exists in the office of Trustee for any reason, with respect to Securities of
one or more series, the Company shall promptly appoint a successor Trustee with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 6.10.  If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.10, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the
Company.  If no successor Trustee with respect to the Securities of
any series shall have been so appointed by the Company or the Holders and
accepted appointment in the manner required by Section 6.10, then, subject to
Section 315(e) of the Trust Indenture Act, any Holder who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

       

      
        
           


        

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

       

      (b)           In
case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and such successor Trustee shall execute and deliver an indenture
supplemental hereto wherein such successor Trustee shall accept such appointment
and which (i) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, such successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (ii) if the retiring Trustee is not retiring with respect to
all Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (iii) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.

       

      (c)           No
successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under the
Trust Indenture Act.

       

      (d)           The
Company shall give, or cause to be given, notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
in the manner provided for notices to the Holders of Securities in Section
1.6.  Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office.

       

      
        
           


        

        
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      Section
6.11.  ELIGIBILITY; DISQUALIFICATION.  There shall at all
times be a Trustee hereunder with respect to each series of Securities (which
need not be the same Trustee for all series).  Each Trustee hereunder
shall be eligible to act as trustee under Section 310(a)(1) of the Trust
Indenture Act and shall have a combined capital and surplus of at least
$100,000,000.  If such corporation publishes reports of condition at
least annually, pursuant to law or the requirements of federal, state,
territorial or District of Columbia supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.  If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

       

      If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Indenture.

       

      Section
6.12.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to or acquiring all or substantially all of
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or any
further act on the part of any of the parties hereto.  In case any
Securities shall have been authenticated, but not delivered, by the Trustee then
in office, any successor by merger, conversion or consolidation to, or by
succession to or acquisition of all or substantially all of the corporate trust
business of, such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

       

      Section
6.13.  APPOINTMENT OF AUTHENTICATING AGENT.  The Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue exchange,
registration of transfer or partial redemption thereof, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder.  Any such appointment shall be evidenced by an instrument
in writing signed by a Responsible Officer of the Trustee, a copy of which
instrument shall be promptly furnished to the Company.  Wherever
reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee’s certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent.  Each
Authenticating Agent shall be acceptable to the Company and, except as may
otherwise be provided pursuant to Section 3.1, shall at all times be a bank or
trust company or corporation organized and doing business and in good standing
under the laws of the United States of America or of any State or the District
of Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $1,500,000 and subject to
supervision or examination by Federal or State authorities.  If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.  In
case at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this
Section.

       

      
        
           


        

        
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      Any
corporation into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party,
or any corporation succeeding to or acquiring the corporate agency or corporate
trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or further act
on the part of the Trustee or the Authenticating Agent.

       

      An
Authenticating Agent for any series of Securities may at any time resign by
giving written notice of resignation to the Trustee for such series and to the
Company.  The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company.  Upon
receiving such a notice of resignation or upon such a termination, or in case at
any time such Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, the Trustee for such series may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall give notice of such appointment to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve in the manner set
forth in Section 1.6.  Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent herein.  No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

       

      The
Company agrees to pay to each Authenticating Agent from time to time such
reasonable compensation as the Company and such Authenticating Agent agree in
writing from time to time including reimbursement of its reasonable expenses for
its services under this Section.

       

      If an
appointment with respect to one or more series is made pursuant to this Section,
the Securities of such series may have endorsed thereon, in addition to or in
lieu of the Trustee’s certificate of authentication, an alternate certificate of
authentication substantially in the following form:

       

      This is
one of the [Securities] [of the series designated herein and] referred to in the
within-mentioned Indenture.

      
        
          
            	 
      	
                    [________],
      as
      Trustee

                  
	 
      	 
      
	 
      	
                    By

                  	 
      
	 
      	
                    as
      Authenticating Agent

                  
	 
      	
                    By

                  	 
      
	 
      	
                    Authorized
      Signatory

                  


          

        

      


      
        
           


        

        
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      ARTICLE
VII

        

      CONSOLIDATION,
MERGER OR SALE BY THE COMPANY

       

      Section
7.1.  CONSOLIDATION, MERGER OR SALE OF ASSETS.  The Company
may not merge or consolidate with or into any other Person, in a transaction in
which it is not the surviving corporation, or sell, convey, transfer or
otherwise dispose of all or substantially all of its assets to any Person,
unless (i) surviving or transferee Person is organized and existing under the
laws of the United States or a State thereof and such Person expressly assumes
by supplemental indenture all the obligations of the Company under the
Securities and any coupons appertaining thereto and under this Indenture, (ii)
immediately thereafter, giving effect to such merger or consolidation, or such
sale, conveyance, transfer or other disposition, no Default or Event of Default
shall have occurred and be continuing and (iii) the Company shall have delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating
that such merger, consolidation, sale, conveyance, transfer or other disposition
complies with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.  In the event of
the assumption by a successor Person of the obligations of the Company, such
successor Person shall succeed to and be substituted for the Company hereunder
and under the Securities and any coupons appertaining thereto and all such
obligations of the Company shall terminate.

       

      ARTICLE
VIII

       

      SUPPLEMENTAL
INDENTURES

       

      Section
8.1.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
HOLDERS.  Without the consent of any Holders, the Company and the
Trustee, at any time and from time to time, may enter into indentures
supplemental hereto for any of the following purposes:

       

      (1)           to
evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants and obligations of the Company herein and in
the Securities (with such changes herein and therein as may be necessary or
advisable to reflect such Person’s legal status, if such Person is not a
corporation); or

       

      (2)           to
add to the covenants of the Company for the benefit of the Holders of all or any
series of Securities (and if such covenants are to be for the benefit of less
than all series of Securities, stating that such covenants are expressly being
included solely for the benefit of such series) or to surrender any right or
power herein conferred upon the Company or to comply with any requirement of the
Commission or otherwise in connection with the qualification of this Indenture
under the Trust Indenture Act or otherwise; or

       

      (3)           to
add any additional Events of Default with respect to all or any series of
Securities; or

       

      
        
           


        

        
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      (4)           to
add to or change any of the provisions of this Indenture to such extent as shall
be necessary to facilitate the issuance of Bearer Securities (including, without
limitation, to provide that Bearer Securities may be registrable as to principal
only) or to facilitate or provide for the issuance of Securities in global form
in addition to or in place of Securities in certificated form; or

       

      (5)           to
change or eliminate any of the provisions of this Indenture, provided that any
such change or elimination shall become effective only with respect to
Securities which have not been issued as of the execution of such supplemental
indenture or when there is no Security Outstanding of any series created prior
to the execution of such supplemental indenture which is entitled to the benefit
of such provision; or

       

      (6)           to
add guarantees with respect to any or all of the Securities; or

       

      (7)           to
convey, transfer, assign, mortgage or pledge any property to or with the
Trustee; or

       

      (8)           to
supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Sections 4.1, 4.4, and 4.5; provided that any such action
shall not adversely affect the interests of the Holders of Securities of such
series and any related coupons or any other series of Securities in any material
respect; or

       

      (9)           to
establish the form or terms of Securities of any series as permitted by Sections
2.1 and 3.1; or

       

      (10)         to
provide for the delivery of indentures supplemental hereto or the Securities of
any series in or by means of any computerized, electronic or other medium,
including without limitation by computer diskette; or

       

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

       

      (12)         if
allowed without penalty under applicable laws and regulations, to permit payment
in the United States (including any of the states and the District of Columbia),
its territories, its possessions and other areas subject to its jurisdiction of
principal, premium, if any, or interest, if any, on Bearer Securities or
coupons, if any; or

       

      (13)         to
correct or supplement any provision herein which may be inconsistent with any
other provision herein or to cure any ambiguity or omission or to correct any
mistake; or

       

      (14)         to
make any other provisions with respect to matters or questions arising under
this Indenture, provided such action shall not adversely affect the interests of
the Holders of Securities of any series in any material respect.

       

      
        
           


        

        
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      Section
8.2.  WITH CONSENT OF HOLDERS.  Without prior notice to any
Holder but with the written consent of the Holders of a majority of the
aggregate principal amount of the Outstanding Securities of each series
adversely affected by such supplemental indenture (with the Securities of each
series voting as a class), the Company and the Trustee may enter into an
indenture or indentures supplemental hereto to add any provisions to or to
change or eliminate any provisions of this Indenture or of any other indenture
supplemental hereto or to modify the rights of the Holders of Securities of each
such series; provided, however, that without the consent of the Holder of each
Outstanding Security adversely affected thereby, a supplemental indenture under
this Section may not:

       

      (1)           change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption thereof, or reduce
the amount of the principal of an Original Issue Discount Security or Indexed
Security that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 5.2, or change any Place of Payment where,
or the coin or currency in which any Securities or any premium or the interest
thereon is payable, or impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date);

       

      (2)           reduce
the percentage in principal amount of the Outstanding Securities of any series,
the consent of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver of compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences provided for in this Indenture;

       

      (3)           except
to the extent provided in Section 8.1(11), make any change in Section 5.7 or
this 8.2 except to increase any percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived except with the
consent of the Holders of each Outstanding Security affected thereby, provided,
however, that this clause shall not be deemed to require the consent of any
Holders with respect to changes in the references to the “Trustee” and
concomitant changes in this Section, in accordance with the requirements of
Sections 6.10(b) and 8.1(11); or

       

      (4)           modify
the ranking or priority of the Securities.

       

      For the
purposes of this Section 8.2, if the Securities of any series are issuable upon
the exercise of warrants, any holder of an unexercised and unexpired warrant
with respect to such series shall not be deemed to be a Holder of Outstanding
Securities of such series in the amount issuable upon the exercise of such
warrants.

       

      A
supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

       

      
        
           


        

        
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      It is not
necessary under this Section 8.2 for the Holders to consent to the particular
form of any proposed supplemental indenture, but it is sufficient if they
consent to the substance thereof.

       

      Section
8.3.  COMPLIANCE WITH TRUST INDENTURE ACT.  Every amendment
to this Indenture or the Securities of one or more series shall be set forth in
a supplemental indenture that complies with the Trust Indenture Act as then in
effect.

       

      Section
8.4.  EXECUTION OF SUPPLEMENTAL INDENTURES.  In executing,
or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modification thereby of the trusts created by
this Indenture, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this
Indenture.  The Trustee may, but shall not be obligated to, enter into
any such supplemental indenture which adversely affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.  The
Trustee shall enter into any such supplemental indenture presented to it by the
Company in compliance with this Article 8 if such supplemental indenture does
not adversely affect the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.  In formulating its opinion on such matters
the Trustee shall be entitled to rely on such evidence as it deems appropriate,
which may be or include, without limitation, reliance solely on an opinion or
advice of its counsel.

       

      Section
8.5.  EFFECT OF SUPPLEMENTAL INDENTURES.  Upon the execution
of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder and of any
coupon appertaining thereto shall be bound thereby; provided that if such
supplemental indenture makes any of the changes described in clauses (1) through
(4) of the first proviso to Section 8.2, such supplemental indenture shall bind
each Holder of a Security who has consented to it and every subsequent Holder of
such Security or any part thereof.

       

      Section
8.6.  REFERENCE IN SECURITIES TO SUPPLEMENTAL
INDENTURES.  Securities, including any coupons, of any series
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture.  If the Company shall so determine, new
Securities including any coupons of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities including any coupons of such
series.

       

      
        
           


        

        
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      ARTICLE
IX

         

      COVENANTS

         

      Section
9.1.  PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND
INTEREST.  The Company covenants and agrees for the benefit of the
Holders of each series of Securities that it will duly and punctually pay the
principal of, premium, if any, and interest on the Securities of that series in
accordance with the terms of the Securities of such series, any coupons
appertaining thereto and this Indenture.  An installment of principal,
premium, if any, or interest shall be considered paid on the date it is due if
the Trustee or Paying Agent holds on that date money designated for and
sufficient to pay the installment.

       

      Section
9.2.  MAINTENANCE OF OFFICE OR AGENCY.  If Securities of a
series are issued as Registered Securities, the Company will maintain in each
Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served.  If
Securities of a series are issuable as Bearer Securities, the Company will
maintain, (i) subject to any laws or regulations applicable thereto, an office
or agency in a Place of Payment for that series which is located outside the
United States, where Securities of that series and related coupons may be
presented and surrendered for payment; provided, however, that if the Securities
of that series are listed on The International Stock Exchange of the United
Kingdom and the Republic of Ireland Limited, the Luxembourg Stock Exchange or
any other stock exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a Paying Agent for the
Securities of that series in London, Luxembourg or any other required city
located outside the United States, as the case may be, so long as the Securities
of that series are listed on such exchange, and (ii) subject to any laws or
regulations applicable thereto, an office or agency in a Place of Payment for
that series which is located outside the United States where Securities of that
series may be surrendered for exchange and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served.  The Company will give prompt written notice to the Trustee
of the location, and any change in the location, of any such office or
agency.  If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of that series and the related coupons unless otherwise specified in
the Supplemental Indenture for such Series, may be presented and surrendered for
payment and conversion at the offices specified in the Security, in London,
England, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands (provided, however, that the
foregoing appointment shall not impose or imply any obligation on the part of
the Trustee to maintain any office for any such purposes other than the
Corporate Trust Office.)

       

      Unless
otherwise specified as contemplated by Section 3.1, no payment of principal,
premium or interest on Bearer Securities shall be made at any office or agency
of the Company in the United States, by check mailed to any address in the
United States, by transfer to an account located in the United States or upon
presentation or surrender in the United States of a Bearer Security or coupon
for payment, even if the payment would be credited to an account located outside
the United States; provided, however, that, if the Securities of a series are
denominated and payable in Dollars, payment of principal of and any premium or
interest on any such Bearer Security shall be made at an office of a Paying
Agent of the Company in the Borough of Manhattan, The City of New York, if (but
only if) payment in Dollars of the full amount of such principal, premium or
interest, as the case may be, at all offices or agencies outside the United
States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

       

      
        
           


        

        
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      Subject
to the preceding paragraphs, the Company may also from time to time designate
one or more other offices or agencies where the Securities (including any
coupons, if any) of one or more series 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 each
Place of Payment for Securities (including any coupons, if any) of any series
for such purposes.  The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.

       

      Unless
otherwise specified as contemplated by Section 3.1, the Trustee shall initially
serve as Paying Agent.  The Paying Agent may make reasonable rules not
inconsistent herewith for the performance of its functions.

       

      Section
9.3.  MONEY FOR SECURITIES TO BE HELD IN TRUST; UNCLAIMED
MONEY.  If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities, it will, on or before each due date of
the principal of, premium, if any, or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal, premium, if any, or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee in writing of any
failure so to act.

       

      Whenever
the Company shall have one or more Paying Agents for any series of Securities,
it will, on or prior to each due date of the principal of or any premium or
interest on any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay such amount, such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of any failure so to act.

       

      If the
Company is not acting as its own Paying Agent, the Company will cause each
Paying Agent for any series of Securities other than the Trustee to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree with
the Trustee, subject to the provisions of this Section, that such Paying Agent
will:

       

      (1)           hold
all sums held by it for the payment of the principal of, premium, if any, or
interest on Securities of that series in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or otherwise
disposed of as herein provided;

       

      (2)           give
the Trustee notice of any Default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment of principal, premium,
if any, or interest on the Securities; and

       

      (3)           at
any time during the continuance of any such Default, upon the written request of
the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent.

       

      
        
           


        

        
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      Notwithstanding
anything in this Section 9.3 to the contrary, the Company may at any time, for
the purpose of obtaining the satisfaction and discharge of this Indenture, or
with respect to one or more series of Securities, or for any other purpose, pay,
or by Company Order direct any Paying Agent to pay, to the Trustee all sums held
in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

       

      Subject
to applicable abandoned property laws, any money deposited with the Trustee or
any Paying Agent, or then held by the Company, in trust for the payment of any
principal, premium or interest or other amounts on any Security of any series
and remaining unclaimed for two years after such principal, premium, if any, or
interest or other amounts has become due and payable shall be paid to the
Company (including interest income on such funds, if any), or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security and coupon, if any, shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease.

       

      Section
9.4.  CORPORATE EXISTENCE.  Subject to Article VII, the
Company will at all times do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence.

       

      Section
9.5.  REPORTS BY THE COMPANY.  The Company covenants, at any
time at which there are Outstanding Securities of any series issued under this
Indenture:

       

      (a)           to
file with the Trustee, within 30 days after the Company is required to file the
same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations prescribe)
which the Company may be required to file with the Commission pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934, as amended;
or, if the Company is not required to file information, documents or reports
pursuant to either of such sections, then to file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to section 13 of the
Securities Exchange Act of 1934, as amended, in respect of a security listed and
registered on a national securities exchange as may be prescribed from time to
time in such rules and regulations;

       

      (b)           to
file with the Trustee and the Commission, in accordance with the rules and
regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants provided for in this Indenture, as may be
required from time to time by such rules and regulations; and

       

      (c)           to
transmit to all Holders of Securities within 30 days after the filing thereof
with the Trustee, in the manner and to the extent provided in section 313(c) of
the Trust Indenture Act, such summaries of any information, documents and
reports required to be filed by the Company pursuant to subsections (a) and (b)
of this Section 9.6, as may be required by rules and regulations prescribed from
time to time by the Commission.

       

      
        
           


        

        
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      Section
9.6.  ANNUAL REVIEW CERTIFICATE.  At any time at which there
are Outstanding Securities of any series issued under this Indenture, the
Company covenants and agrees to deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company, a brief certificate from the
principal executive officer, principal financial officer, or principal
accounting officer as to his or her knowledge of whether the Company is in
Default under this Indenture.  For purposes of this Section 9.7, such
compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture.

       

      Section
9.7.  WAIVER OF CERTAIN COVENANTS. The
Company may omit in any particular instance to comply with any term, provision
or condition as specified pursuant to Section 3.1(b)(17) for Securities of any
series, in any covenants of the Company added to Article IX pursuant to Section
3.1(b)(16) or Section 3.1(b)(17) in connection with Securities of a series, if
before or after the time for such compliance the Holders of at least a majority
in principal amount of all outstanding Securities, by act of such Holders, waive
such compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

       

      ARTICLE
X

        

      REDEMPTION

        

      Section
10.1.  APPLICABILITY OF ARTICLE.  Securities (including
coupons, if any) of or within any series which are redeemable in whole or in
part before their Stated Maturity shall be redeemable in accordance with their
terms and (except as otherwise specified in the applicable Board Resolution or
supplemental indenture with respect to such Series of Securities, as
contemplated by Section 3.1 for Securities of any series) in accordance with
this Article.

       

      Section
10.2.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.  The election
of the Company to redeem any Securities, including coupons, if any, shall be
evidenced by a Board Resolution.  In the case of any redemption at the
election of the Company of less than all the Securities or coupons, if any, of
any series of the same tenor, the Company shall, at least 60 days (45 days in
the case of redemption of all Securities of any series or of any series with the
same (i) Stated Maturity, (ii) period or periods within which, price or prices
at which and terms and conditions upon which such Securities may or shall be
redeemed or purchased, in whole or in part, at the option of the Company or
pursuant to any sinking fund or analogous provision or repayable at the option
of the Holder and (iii) rate or rates at which the Securities bear interest, if
any, or formula pursuant to which such rate or rates accrue (collectively, the
“Equivalent Principal Terms”)) prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date of the principal amount of Securities of such
series to be redeemed and, if applicable, of the tenor of the Securities to be
redeemed.  In the case of any redemption of Securities (i) prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture or (ii) pursuant to an election
of the Company which is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with such restriction or condition.

       

      
        
           


        

        
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      Section
10.3.  SELECTION OF SECURITIES TO BE REDEEMED.  If less than
all the Securities with Equivalent Principal Terms of any series are to be
redeemed (unless all of the Securities of such series and of a specified tenor
are to be redeemed), the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of portions (equal to the minimum authorized
denomination for Securities (including coupons, if any) of that series with
Equivalent Principal Terms or any integral multiple thereof) of the principal
amount of Securities (including coupons, if any) of such series with Equivalent
Principal Terms of a denomination larger than the minimum authorized
denomination for Securities of that series.  Unless otherwise provided
in the terms of a particular series of Securities, the portions of the principal
of Securities so selected for partial redemption shall be equal to the minimum
authorized denomination of the Securities of such series, or an integral
multiple thereof, and the principal amount which remains outstanding shall not
be less than the minimum authorized denomination for Securities of such
series.

       

      The
Trustee shall promptly notify the Company in writing of the Securities selected
for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.  If the
Securities (including coupons, if any) of a series having different issue dates,
interest rates and maturities (whether or not originally issued in a Periodic
Offering) are to be redeemed, the Company in its discretion may select the
particular Securities or portions thereof to be redeemed and shall notify the
Trustee thereof by such time prior to the relevant redemption date or dates as
the Company and the Trustee may agree.

       

      For
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities (including coupons, if any)
shall relate, in the case of any Securities (including coupons, if any) redeemed
or to be redeemed only in part, to the portion of the principal amount of such
Securities (including coupons, if any) which has been or is to be
redeemed.

       

      Section
10.4.  NOTICE OF REDEMPTION.  Unless otherwise specified as
contemplated by Section 3.1, notice of redemption shall be given by first-class
mail, postage prepaid, mailed not less than 30 days nor more than 60 days prior
to the Redemption Date, unless a shorter period is specified in the Securities
to be redeemed, to each Holder of the Securities to be redeemed.

       

      All
notices of redemption shall state:

       

      (1)           the
Redemption Date;

       

      (2)           the
Redemption Price and the amount of accrued interest, if any, to be
paid;

       

      
        
           


        

        
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      (3)           if
less than all the Outstanding Securities of a series are to be redeemed, the
identification (and, in the case of partial redemption of any Securities, the
principal amounts) of the particular Security or Securities to be
redeemed;

       

      (4)           in
case any Security is to be redeemed in part only, the notice which relates to
such Security shall state that on and after the Redemption Date, upon surrender
of such Security, the Holder of such Security will receive, without a charge, a
new Security or Securities of authorized denominations for the principal amount
thereof remaining unredeemed;

       

      (5)           the
Place or Places of Payment where such Securities are to be surrendered for
payment for the Redemption Price;

       

      (6)           that
Securities of the series called for redemption and all unmatured coupons, if
any, appertaining thereto must be surrendered to the Paying Agent to collect the
Redemption Price;

       

      (7)           that,
on the Redemption Date, the Redemption Price will become due and payable upon
each such Security, or the portion thereof, to be redeemed and, if applicable,
that interest thereon will cease to accrue on and after said date;

       

      (8)           that
the redemption is for a sinking fund, if such is the case;

       

      (9)           that,
unless otherwise specified in such notice, Bearer Securities of any series, if
any, surrendered for redemption must be accompanied by all coupons maturing
subsequent to the Redemption Date or the amount of any such missing coupon or
coupons will be deducted from the Redemption Price, unless security or indemnity
satisfactory to the Company, the Trustee and any Paying Agent is
furnished;

       

      (10)         if
Bearer Securities of any series are to be redeemed and any Registered Securities
of such series are not to be redeemed and if such Bearer Securities may be
exchanged for Registered Securities not subject to redemption on this Redemption
Date pursuant to Section 3.5 or otherwise, the last date, as determined by the
Company, on which such exchanges may be made; and

       

      (11)         the
CUSIP number, if any, of such Securities.

       

      Notice of
redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name
and at the expense of the Company (provided that the Company prepare and provide
to the Trustee the form of such notice, or, if acceptable to the Trustee,
provides sufficient information to enable the Trustee to prepare such notice, in
each case on a timely basis.)

       

      Section
10.5.  DEPOSIT OF REDEMPTION PRICE.  On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 9.3) an amount of money in the currency or
currencies (including currency units or composite currencies) in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 3.1 for the Securities of such series) sufficient to pay on the
Redemption Date the Redemption Price of, and (unless the Redemption Date shall
be an Interest Payment Date) interest accrued to the Redemption Date on, all
Securities or portions thereof which are to be redeemed on that
date.

       

      
        
           


        

        
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      Unless
any Security by its terms prohibits any sinking fund payment obligation from
being satisfied by delivering and crediting Securities (including Securities
redeemed otherwise than through a sinking fund), the Company may deliver such
Securities to the Trustee for crediting against such payment obligation in
accordance with the terms of such Securities and this Indenture.

       

      Section
10.6.  SECURITIES PAYABLE ON REDEMPTION DATE.  Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest and the coupons for any such interest
appertaining to any Bearer Security so to be redeemed, except to the extent
provided below, shall be void and such Securities shall cease from and after the
Redemption Date to be entitled to any benefit or security under this Indenture,
and the Holders thereof shall have no right in respect of such Securities except
the right to receive the Redemption Price thereof and unpaid interest to the
Redemption Date.  Except as provided in the next succeeding paragraph,
upon surrender of any such Security, including coupons, if any, for redemption
in accordance with said notice, such Security shall be paid by the Company at
the Redemption Price, together with accrued interest, if any, to the Redemption
Date; provided, however, that unless otherwise specified as contemplated by
Section 3.1, installments of interest on Bearer Securities whose Stated Maturity
is on or prior to the Redemption Date and the principal of, and premium, if any,
on such Bearer Securities shall be payable only at an office or agency located
outside the United States and it possessions (except as otherwise provided in
Section 9.2) and, unless otherwise specified as contemplated by Section 3.1,
only upon presentation and surrender of coupons for such interest; and provided,
further, that, unless otherwise specified as contemplated by Section 3.1,
installments of interest on Registered Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 3.7.

       

      If any
Bearer Security surrendered for redemption shall not be accompanied by all
appurtenant coupons maturing after the Redemption Date, such Bearer Security may
be paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and any
Paying Agent harmless.  If thereafter the Holder of such Bearer
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons shall be payable only at
an office or agency located outside of the United States (except as otherwise
provided pursuant to Section 9.2) and, unless otherwise specified as
contemplated by Section 3.1, only upon presentation and surrender of those
coupons.

       

      
        
           


        

        
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      If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium, if any) shall, until paid, bear interest
from the Redemption Date at the rate prescribed therefor in the
Security.

       

      Section
10.7.  SECURITIES REDEEMED IN PART.  Upon surrender of a
Security that is redeemed only in part at any Place of Payment therefor (with,
if the Company or the Trustee so require, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing), the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of that Security, without service charge, a new Security or Securities of
the same series, having the same form, terms and Stated Maturity, in any
authorized denomination equal in aggregate principal amount to the unredeemed
portion of the principal amount of the Security surrendered.

       

      ARTICLE
XI

         

      SINKING
FUNDS

        

      Section
11.1.  APPLICABILITY OF ARTICLE.  The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

       

      The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “optional sinking
fund payment.” If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 11.2.  Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

       

      Section
11.2.  SATISFACTION OF SINKING FUND PAYMENTS WITH
SECURITIES.  The Company (i) may deliver Outstanding Securities of a
series (other than any previously called for redemption) together, in the case
of Bearer Securities of such series, with all unmatured coupons appertaining
thereto and (ii) may apply as a credit Securities of a series which have been
redeemed either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any sinking fund payment with respect to the Securities of
such series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series; provided that such Securities have not
been previously so credited.  Such Securities shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in
such Securities for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly.

       

      
        
           


        

        
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      Section
11.3.  REDEMPTION OF SECURITIES FOR SINKING FUND.  Not less
than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 11.2 and will also deliver to the Trustee any Securities to be so
delivered.  Not less than 30 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 10.3 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 10.4.  Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 10.6 and 10.7.

       

      This
Indenture may be executed in any number of counterparts, each of which shall be
an original, but such counterparts shall together constitute but one
instrument.

       

      
        
           


        

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

         

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    	 
      	
                                                                            ZBB
      ENERGY CORPORATION

                                                                          
	 
      	 
      
	 
      	
                                                                            By:

                                                                          	 
      	 
      
	 
      	 
      
	 
      	
                                                                            Title:

                                                                          	 
      
	 
      	 
      
	
                                                                            [Seal]

                                                                          	 
      
	 
      	 
      
	 
      	
                                                                            Attest:

                                                                          	 
      
	 
      	 
      
	 
      	
                                                                            Title:

                                                                          	 
      	 
      
	 
      	 
      
	 
      	
                                                                            [________],
      as Trustee

                                                                          
	 
      	 
      
	 
      	
                                                                            By:

                                                                          	 
      	 
      
	 
      	 
      
	 
      	
                                                                            Title:

                                                                          	 
      
	 
      	 
      
	
                                                                            [Seal]

                                                                          	 
      
	 
      	 
      
	 
      	
                                                                            Attest:

                                                                          	 
      
	 
      	 
      
	 
      	
                                                                            Title:

                                                                          	 
      	 
      

     


                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
           


        

        
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