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  EXHIBIT 4.3    
    


 
    PROSPECT GLOBAL RESOURCES INC.    
    
    Issuer    
    
    and    
    
    [TRUSTEE]    
    
    Trustee    
    
    INDENTURE    




Dated
as of                    


 
 

  SUBORDINATED DEBT SECURITIES    
    


















































 
 

  PROSPECT GLOBAL RESOURCES INC.    
    


CERTAIN
SECTIONS OF THIS INDENTURE RELATING TO

SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE

TRUST INDENTURE ACT OF 1939: 

 






			
	Trust Indenture Act Section



 
	 	Indenture Section 
	 §310(a)(1)
	 	609
	 (a)(2)
	 	609
	 (a)(3)
	 	Not Applicable
	 (a)(4)
	 	Not Applicable
	 (b)
	 	608; 610
	 §311(a)
	 	613
	 (b)
	 	613
	 §312(a)
	 	701; 702
	 (b)
	 	702
	 (c)
	 	702
	 §313(a)
	 	703
	 (b)
	 	703
	 (c)
	 	703
	 (d)
	 	703
	 §314(a)
	 	704
	 (a)(4)
	 	1004
	 (b)
	 	Not Applicable
	 (c)(1)
	 	102
	 (c)(2)
	 	102
	 (c)(3)
	 	Not Applicable
	 (d)
	 	Not Applicable
	 (e)
	 	102
	 §315(a)
	 	601, 603
	 (b)
	 	602
	 (c)
	 	601
	 (d)
	 	601
	 (e)
	 	514
	 §316(a)
	 	101
	 (a)(1)(A)
	 	502; 512
	 (a)(1)(B)
	 	513
	 (a)(2)
	 	Not Applicable
	 (b)
	 	508
	 (c)
	 	104
	 §317(a)(1)
	 	503
	 (a)(2)
	 	504
	 (b)
	 	1003
	 §318(a)
	 	107









 


 	NOTE:
	This
reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. 


 

 






 








































 
 

  TABLE OF CONTENTS    
    

 






							
	 
	 	 
	 	Page 	 
	  ARTICLE I
	 
	

  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	
 
	

 Section 101.
	
 	

 Definitions
	
 	
 	


1	
 
	

 Section 102.
	
 	

 Compliance Certificates and Opinions
	
 	
 	


6	
 
	

 Section 103.
	
 	

 Form of Documents Delivered to Trustee
	
 	
 	


6	
 
	

 Section 104.
	
 	

 Acts of Holders; Record Dates
	
 	
 	


7	
 
	

 Section 105.
	
 	

 Notices, Etc., to Trustee and the Company
	
 	
 	


8	
 
	

 Section 106.
	
 	

 Notice to Holders; Waiver
	
 	
 	


8	
 
	

 Section 107.
	
 	

 Conflict with Trust Indenture Act
	
 	
 	


8	
 
	

 Section 108.
	
 	

 Effect of Headings and Table of Contents
	
 	
 	


8	
 
	

 Section 109.
	
 	

 Successors and Assigns
	
 	
 	


8	
 
	

 Section 110.
	
 	

 Separability Clause
	
 	
 	


9	
 
	

 Section 111.
	
 	

 Benefits of Indenture
	
 	
 	


9	
 
	

 Section 112.
	
 	

 Governing Law
	
 	
 	


9	
 
	

 Section 113.
	
 	

 Legal Holidays
	
 	
 	


9	
 
	

 Section 114.
	
 	

 Language of Notices, Etc. 
	
 	
 	


9	
 
	

 Section 115.
	
 	

 Interest Limitation
	
 	
 	


9	
 
	

 Section 116.
	
 	

 No Personal Liability of Officers, Directors, Employees or Shareholders
	
 	
 	


10	
 
	

 Section 117.
	
 	

 Applicability of Depositary
	
 	
 	


10	
 
	

  ARTICLE II
	
 
	

  SECURITY FORMS
	
 
	

 Section 201.
	
 	

 Forms Generally
	
 	
 	


10	
 
	

 Section 202.
	
 	

 Form of Face of Security
	
 	
 	


11	
 
	

 Section 203.
	
 	

 Form of Reverse of Security
	
 	
 	


13	
 
	

 Section 204.
	
 	

 Global Securities
	
 	
 	


17	
 
	

 Section 205.
	
 	

 Form of Trustee's Certificate and Authorization
	
 	
 	


17	
 
	

  ARTICLE III
	
 
	

  THE SECURITIES
	
 
	

 Section 301.
	
 	

 Amount Unlimited; Issuable in Series
	
 	
 	


18	
 
	

 Section 302.
	
 	

 Denominations
	
 	
 	


20	
 
	

 Section 303.
	
 	

 Execution, Authentication, Delivery and Dating
	
 	
 	


20	
 
	

 Section 304.
	
 	

 Temporary Securities
	
 	
 	


22	
 




 

 i







 
 






							
	 
	 	 
	 	Page 	 
	 Section 305.
	 	     Registration, Registration of Transfer and Exchange
	 	 	23	 
	

 Section 306.
	
 	

 Mutilated, Destroyed, Lost and Stolen Securities
	
 	
 	


24	
 
	

 Section 307.
	
 	

 Payment of Interest; Interest Rights Preserved
	
 	
 	


25	
 
	

 Section 308.
	
 	

 Persons Deemed Owners
	
 	
 	


26	
 
	

 Section 309.
	
 	

 Cancellation
	
 	
 	


26	
 
	

 Section 310.
	
 	

 Computation of Interest
	
 	
 	


26	
 
	

 Section 311.
	
 	

 CUSIP Numbers
	
 	
 	


26	
 
	

  ARTICLE IV
	
 
	

  SATISFACTION AND DISCHARGE
	
 
	

 Section 401.
	
 	

 Satisfaction and Discharge of Indenture
	
 	
 	


27	
 
	

 Section 402.
	
 	

 Application of Trust Money
	
 	
 	


27	
 
	

  ARTICLE V
	
 
	

  REMEDIES
	
 
	

 Section 501.
	
 	

 Events of Default
	
 	
 	


28	
 
	

 Section 502.
	
 	

 Acceleration of Maturity; Rescission and Annulment
	
 	
 	


28	
 
	

 Section 503.
	
 	

 Collection of Indebtedness and Suits for Enforcement by Trustee
	
 	
 	


29	
 
	

 Section 504.
	
 	

 Trustee May File Proofs of Claim
	
 	
 	


30	
 
	

 Section 505.
	
 	

 Trustee May Enforce Claims Without Possession of Securities
	
 	
 	


30	
 
	

 Section 506.
	
 	

 Application of Money Collected
	
 	
 	


30	
 
	

 Section 507.
	
 	

 Limitation on Suits
	
 	
 	


31	
 
	

 Section 508.
	
 	

 Unconditional Right of Holders to Receive Principal, Premium and Interest
	
 	
 	


31	
 
	

 Section 509.
	
 	

 Restoration of Rights and Remedies
	
 	
 	


31	
 
	

 Section 510.
	
 	

 Rights and Remedies Cumulative
	
 	
 	


31	
 
	

 Section 511.
	
 	

 Delay or Omission Not Waiver
	
 	
 	


32	
 
	

 Section 512.
	
 	

 Control by Holders
	
 	
 	


32	
 
	

 Section 513.
	
 	

 Waiver of Past Defaults
	
 	
 	


32	
 
	

 Section 514.
	
 	

 Undertaking for Costs
	
 	
 	


32	
 
	

  ARTICLE VI
	
 
	

  THE TRUSTEE
	
 
	

 Section 601.
	
 	

 Certain Duties and Responsibilities
	
 	
 	


33	
 
	

 Section 602.
	
 	

 Notice of Defaults
	
 	
 	


33	
 
	

 Section 603.
	
 	

 Certain Rights of Trustee
	
 	
 	


34	
 
	

 Section 604.
	
 	

 Not Responsible for Recitals or Issuance of Securities
	
 	
 	


35	
 




 

 ii







 
 






							
	 
	 	 
	 	Page 	 
	 Section 605.
	 	     May Hold Securities
	 	 	35	 
	

 Section 606.
	
 	

 Money Held in Trust
	
 	
 	


35	
 
	

 Section 607.
	
 	

 Compensation and Reimbursement
	
 	
 	


35	
 
	

 Section 608.
	
 	

 Disqualification; Conflicting Interests
	
 	
 	


36	
 
	

 Section 609.
	
 	

 Corporate Trustee Required; Eligibility
	
 	
 	


36	
 
	

 Section 610.
	
 	

 Resignation and Removal; Appointment of Successor
	
 	
 	


36	
 
	

 Section 611.
	
 	

 Acceptance of Appointment by Successor
	
 	
 	


37	
 
	

 Section 612.
	
 	

 Merger, Conversion, Consolidation or Succession to Business
	
 	
 	


38	
 
	

 Section 613.
	
 	

 Preferential Collection of Claims Against the Company
	
 	
 	


38	
 
	

 Section 614.
	
 	

 Appointment of Authenticating Agent
	
 	
 	


38	
 
	

  ARTICLE VII
	
 
	

  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND THE COMPANY
	
 
	

 Section 701.
	
 	

 The Company to Furnish Trustee Names and Addresses of Holders
	
 	
 	


40	
 
	

 Section 702.
	
 	

 Preservation of Information; Communications to Holders
	
 	
 	


40	
 
	

 Section 703.
	
 	

 Reports by Trustee
	
 	
 	


40	
 
	

 Section 704.
	
 	

 Reports by the Company
	
 	
 	


40	
 
	

  ARTICLE VIII
	
 
	

  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	
 
	

 Section 801.
	
 	

 The Company May Consolidate, Etc., Only on Certain Terms
	
 	
 	


41	
 
	

 Section 802.
	
 	

 Successor Substituted
	
 	
 	


41	
 
	

  ARTICLE IX
	
 
	

  SUPPLEMENTAL INDENTURES
	
 
	

 Section 901.
	
 	

 Supplemental Indentures Without Consent of Holders
	
 	
 	


42	
 
	

 Section 902.
	
 	

 Supplemental Indentures with Consent of Holders
	
 	
 	


42	
 
	

 Section 903.
	
 	

 Execution of Supplemental Indentures
	
 	
 	


43	
 
	

 Section 904.
	
 	

 Effect of Supplemental Indentures
	
 	
 	


43	
 
	

 Section 905.
	
 	

 Conformity with Trust Indenture Act
	
 	
 	


43	
 
	

 Section 906.
	
 	

 Reference in Securities to Supplemental Indentures
	
 	
 	


43	
 
	

  ARTICLE X
	
 
	

  COVENANTS
	
 
	

 Section 1001.
	
 	

 Payment of Principal, Premium and Interest
	
 	
 	


44	
 
	

 Section 1002.
	
 	

 Maintenance of Office or Agency
	
 	
 	


44	
 
	

 Section 1003.
	
 	

 Money for Securities Payments to Be Held in Trust
	
 	
 	


44	
 




 

 iii







 
 






							
	 
	 	 
	 	Page 	 
	 Section 1004.
	 	     Statement by Officers as to Default
	 	 	45	 
	

 Section 1005.
	
 	

 Waiver of Certain Covenants
	
 	
 	


45	
 
	

  ARTICLE XI
	
 
	

  REDEMPTION OF SECURITIES
	
 
	

 Section 1101.
	
 	

 Applicability of Article
	
 	
 	


46	
 
	

 Section 1102.
	
 	

 Election to Redeem; Notice to Trustee
	
 	
 	


46	
 
	

 Section 1103.
	
 	

 Selection by Trustee of Securities to be Redeemed
	
 	
 	


46	
 
	

 Section 1104.
	
 	

 Notice of Redemption
	
 	
 	


46	
 
	

 Section 1105.
	
 	

 Deposit of Redemption Price
	
 	
 	


47	
 
	

 Section 1106.
	
 	

 Securities Payable on Redemption Date
	
 	
 	


47	
 
	

 Section 1107.
	
 	

 Securities Redeemed in Part
	
 	
 	


47	
 
	

  ARTICLE XII
	
 
	

  SINKING FUNDS
	
 
	

 Section 1201.
	
 	

 Applicability of Article
	
 	
 	


48	
 
	

 Section 1202.
	
 	

 Satisfaction of Sinking Fund Payments with Securities
	
 	
 	


48	
 
	

 Section 1203.
	
 	

 Redemption of Securities for Sinking Fund
	
 	
 	


48	
 
	

  ARTICLE XIII
	
 
	

  DEFEASANCE
	
 
	

 Section 1301.
	
 	

 Applicability of Article
	
 	
 	


48	
 
	

 Section 1302.
	
 	

 Legal Defeasance
	
 	
 	


49	
 
	

 Section 1303.
	
 	

 Covenant Defeasance
	
 	
 	


50	
 
	

 Section 1304.
	
 	

 Application by Trustee of Funds Deposited for Payment of Securities
	
 	
 	


51	
 
	

 Section 1305.
	
 	

 Repayment to the Company
	
 	
 	


51	
 
	

 Section 1306.
	
 	

 Reinstatement
	
 	
 	


52	
 
	

  ARTICLE XIV
	
 
	

  SUBORDINATION OF SECURITIES
	
 
	

 Section 1401.
	
 	

 Securities Subordinated to Senior Debt
	
 	
 	


52	
 




 

 iv









 









































        INDENTURE
dated as of                    , between PROSPECT GLOBAL RESOURCES INC., a Nevada corporation (the "Company"), having its principal office at 600
17th Street, Suite 260, Denver CO 80202, and [TRUSTEE], a [            ] (the "Trustee"), having its principal office at
[            ]. 


 
 

  RECITALS OF THE COMPANY    
    


        The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its
secured or unsecured subordinated debentures, notes or other evidences of indebtedness (the "Securities"), to be issued in one or more series as provided in this Indenture. 



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


        This
Indenture is subject to the provisions of the Trust Indenture Act that are required to be a part of this Indenture and, to the extent applicable, shall be governed by such
provisions. 


        NOW,
THEREFORE, THIS INDENTURE WITNESSETH: 


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


 
 

  ARTICLE I    
    
    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION    
    


        Section 101.    Definitions    


        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 in the United States,
and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or
permitted hereunder shall mean such accounting principles as are generally accepted in the United States at the date of such computation; 


        (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; and 


        (5)   the
words "Article" and "Section" refer to an Article and Section,
respectively, of this Indenture. 




        "Act", when used with respect to any Holder, has the meaning specified in Section 104. 


        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition, "control" 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. 


1







 

        "Authenticating Agent" means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to
authenticate Securities of one or more series. 


        "Authorized Newspaper" means a newspaper, in the English language or in an official language of the country of publication, customarily
published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in the place in connection with which the term is used or in the financial
community of such place. 


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



        "Board of Directors" means the board of directors of the Company, or the executive or any other committee of that board duly authorized to
act in respect thereof. 


        "Board Resolution" means a copy of a resolution certified by the Corporate Secretary of the Company, the principal financial officer of
the Company or any other authorized officer of the Company or a Person duly authorized by any of them, to have been duly adopted by the Board of Directors and to be in full force and effect on the
date of such certification, and delivered to the Trustee. 


        "Business Day", when used with respect to any Place of Payment or other location, means, except as otherwise provided as contemplated by
Section 301 with respect to any series of Securities, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in
that Place of Payment or other location are authorized or obligated by law, executive order or regulation to close. 


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


        "Company" means the Person named as the "Company" in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor Person. 


        "Company Request" or "Company Order" means a written request or order signed in the name
of the Company by the Chairman of the Board, the Vice Chairman, the President or a Vice President of the Company, and by the Treasurer or Secretary of the Company, and delivered to the Trustee. 


        "Corporate Trust Office" means the office of the Trustee at which at any particular time its corporate trust business shall be principally
administered, which at the date hereof is [            ]. 


        "Corporation" includes corporations, associations, partnerships (general or limited), limited liability companies, joint-stock companies
and business trusts. 


        "Covenant defeasance" has the meaning specified in Section 1303. 


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


        "Debt" means any debt for money borrowed. 


        "Default" means, with respect to a series of Securities, any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to Securities of such series. 


        "Defaulted Interest" has the meaning specified in Section 307. 


        "Defeasance" has the meaning specified in Section 1302. 


2







 

        "Definitive Security" means a Security other than a Global Security or a temporary Security. 


        "Depositary" means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301, until a successor Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter shall mean or include each Person which is then a Depositary 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 of America as at the time
of payment is legal tender for the payment of public and private debts. 


        "Event of Default" has the meaning specified in Section 501. 


        "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and any statute successor thereto. 



        "Fiscal Year" means, with respect to the Company, each 12-month period beginning on January 1 and ending on
December 31; provided, however, that, with respect to a series of Securities, the first fiscal
year will begin on the date such series of Securities is authenticated and delivered under this Indenture. The Company will notify the Trustee if its fiscal year changes. 


        "Global Security" means a Security in global form that evidences all or part of the Securities of any series and is registered in the name
of the Depositary for such Securities or a nominee thereof. 


        "Holder" means a Person in whose name a Security is registered in the Security Register. 


        "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" also shall include the terms of particular series
of Securities established as contemplated by Section 301. 


        "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. 


        "Notice of Default" means a written notice of the kind specified in Section 501(3). 


        "Officers' Certificate" of a Person means a certificate signed by any two of the Chairman of the Board, the Vice Chairman, the President,
the Chief Financial Officer or a Vice President of the Person, or if such Person is a partnership, of its general partner, and delivered to the Trustee. One of the officers or such other Persons (as
applicable) signing an Officers' Certificate given pursuant to Section 1004 shall be the principal executive, financial or accounting officer of the Person, or if such Person is a partnership,
of its general partner. 


        "Opinion of Counsel" means a written opinion of legal counsel, who may be an employee of or counsel for the Company, which opinion shall
comply with the provisions of Sections 102 and 103. Such counsel shall be acceptable to the Trustee, whose acceptance shall not be unreasonably withheld. 


3







 

        "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 a declaration of acceleration of the Maturity thereof pursuant to Section 502. 


        "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 canceled by the Trustee or delivered to the Trustee for cancellation; 


         (ii)  Securities
for whose payment or redemption money 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;  provided, however, that, if such Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor has been made; 


        (iii)  Securities
which have been paid pursuant to Section 306 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; and 


        (iv)  Securities,
except to the extent provided in Sections 1302 and 1303, with respect to which the Company has effected defeasance or covenant defeasance as provided
in Article XIII; 




provided, however, that 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, (A) the principal amount of an Original Issue Discount Security that shall
be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof on such date
pursuant to Section 502, (B) the principal amount of a Security denominated in one or more currencies or currency units other than U.S. dollars shall be the U.S. dollar equivalent of
such currencies or currency units, determined in the manner provided as contemplated by Section 301 on the date of original issuance of such Security, of the principal amount (or, in the case
of an Original Issue Discount Security, the U.S. dollar equivalent (as so determined) on the date of original issuance of such Security, of the amount determined as provided in Clause (A)
above) of such Security, and (C) 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 relying upon any such request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned as described in Clause (C) above 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. 


        "Paying Agent" means any Person authorized by the Company to pay the principal of or any premium or interest 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 Stated Maturity or Stated Maturities thereof, the original issue date or
dates thereof, the redemption provisions, if any, with respect thereto, and any other terms specified as contemplated by Section 301 with respect thereto, are to be determined by the Company
upon the issuance of such Securities. 


4







 

        "Person" means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or
political subdivision thereof. 


        "Place of Payment", when used with respect to the Securities of any series, means, unless otherwise specifically provided for with respect
to such series as contemplated by Section 301, the office or agency of the Company in Denver, Colorado and such other place or places where, subject to the provisions of Section 1002,
the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 301. 



        "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 306 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. 


        "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, means the price at which it is to be redeemed pursuant to this
Indenture. 


        "Regular Record Date" for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for
that purpose as contemplated by Section 301. 


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


        "Security Register" and "Security Registrar" have the respective meanings specified in
Section 305. 


        "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307. 


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


        "Subsidiary" means, with respect to any Person, any entity of which more than 50% of the total voting power of the equity interests
entitled, without regard to the occurrence of any contingency, to vote in the election of directors, managers or trustees thereof; or any partnership of which more than 50% of the partners' equity
interests, considering all partners' equity interests as a single class, is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that
Person or combination thereof. 


        "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed, except as
otherwise provided in Section 905; provided, however, that if the Trust Indenture Act of 1939 is
amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. 


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


        "U.S. Government Obligations" means securities which are (i) direct obligations of the United States 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, the 


5







 

payment
of which is unconditionally guaranteed as a full faith and credit obligation by the United States, each of which are not callable or redeemable at the option of the issuer thereof. 


        "Vice President", when used with respect to the Company, means any vice president of the Company, or when used with respect to the
Trustee, means any vice president of the Trustee. 


        Section 102.    Compliance Certificates and Opinions    



        Upon
any application or request by the Company to the Trustee to take or refrain from taking any action under any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this
Indenture relating to the proposed action have been complied with, and an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel,
all such conditions precedent have been complied with. Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by officers of the Company, or an Opinion
of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. 


        Every
Officers' Certificate or Opinion of Counsel (except for certificates provided for in Section 1004) shall include: 



        (1)   a
statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 


        (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; 


        (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 covenant or condition has been complied with; and 


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




        Section 103.    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, or in the exercise of reasonable care should know, 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 with
respect to such 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. 


6







 

        Section 104.    Acts of Holders; Record Dates    


        Any
request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted 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 (either physically or by means of a facsimile or an electronic transmission,  provided that such electronic transmission is
transmitted through the facilities of a Depositary) by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered (either physically or by means of a
facsimile or an electronic transmission,
provided that such electronic transmission is transmitted through the facilities of a Depositary) 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 (subject to Section 315 of the Trust Indenture Act) conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section. 


        Without
limiting the generality of the foregoing, a Holder, including a Depositary that is a Holder of a Global Security, may make, give or take, by a proxy or proxies, duly appointed in
writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and a Depositary that is a Holder of a
Global Security may provide its proxy or proxies to the beneficial owners of interests in any such Global Security. 



        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. 



        The
ownership, principal amount and serial numbers of Securities held by any Person, and the date of commencement of such Person's holding the same, shall be proved by the Security
Register. 


        Any
request, demand, authorization, direction, notice, consent, waiver or other action 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. 



        Without
limiting the foregoing, a Holder entitled hereunder to give or 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 different part of such principal amount. 


        The
Company may set any day as the record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given or taken by Holders of Securities of such series, but the Company shall have no
obligation to do so. With regard to any record date set pursuant to this paragraph, the Holders of Outstanding Securities of the
relevant series on such record date (or their duly appointed agents), and only such Persons, shall be entitled to give or take the relevant action, whether or not such Holders remain Holders after
such record date. 


7









 



































 




        Section 105.    Notices, Etc., to Trustee and the 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 in writing and actually received by the Trustee at its office at
[              ], or at any other address previously furnished in writing by the Trustee, 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 600 17th Street, Suite 260, Denver CO 80202, to the attention of the Corporate Secretary, or at any other
address previously furnished in writing to the Trustee by the Company. 




        Section 106.    Notice to Holders; Waiver    


        Where
this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid (if international mail, by air mail), to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date (if any),
and not earlier than the earliest date (if any), prescribed for the giving of such notice. 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. 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. 


        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 the 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. 


        In
case of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the
approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 


        Section 107.    Conflict with Trust Indenture Act    



        If
any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, 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 excluded, as the case may be. 


        Section 108.    Effect of 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 109.    Successors and Assigns    


        All
covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 


8







 

        Section 110.    Separability Clause    


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


        Section 111.    Benefits of Indenture    



        Nothing
in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the holders of Senior Debt and
the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 


        Section 112.    Governing Law    


        This
Indenture and the Securities shall be governed by and construed in accordance with the law of the state of New York. 



        Section 113.    Legal Holidays    


        In
any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities (other than a provision of the Securities of any series which specifically states that such provision shall apply in lieu of this Section)) payment of
interest or principal (and premium, if any) 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 the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue for the period from
and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. 


        Section 114.    Language of Notices, Etc.    


        Any
request, demand, authorization, direction, notice, consent, waiver or Act 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. 


        Section 115.    Interest Limitation    


        It
is the intention of the Company to conform strictly to all applicable usury laws and any subsequent revisions, repeals or judicial interpretations thereof. Accordingly, if the
transactions contemplated hereby would be usurious under any applicable law then, in that event, notwithstanding anything to the contrary in the Securities or this Indenture, it is agreed as follows:
(i) the aggregate of all consideration which constitutes interest under applicable law with respect to a Security shall under no circumstances exceed the maximum amount allowed by applicable
law, and any excess shall be credited to the principal amount of such Security (or, if the principal amount of such Security shall have been paid in full, refunded to the Company), to the extent
permitted by applicable law; and (ii) in the event that the maturity of any Security is accelerated or in the event of any redemption of such Security, then such consideration that constitutes
interest under applicable law may never include more than the maximum amount allowed by applicable law, and any excess shall be credited to the principal amount of such Security (or, if the principal
amount of such Security shall be paid in full, refunded to the Company), to the extent permitted by applicable law. All calculations made to compute the rate of interest with respect to a Security for
the purpose of determining whether such rate exceeds the maximum amount allowed by applicable law shall be made, to the extent permitted by such applicable law, by allocating and spreading during the
period of the full stated term of such Security all interest any time contracted for, taken, reserved, charged or received by such Holder or by the Trustee on behalf of any such Holder in connection
therewith so that the amount or rate of interest charged for any and all periods of time during the term of the Security does not exceed the maximum amount or 


9







 

rate
of interest allowed to be charged by law during the relevant period of time. Notwithstanding any of the foregoing, if at any time applicable laws shall be changed so as to permit a higher rate or
amount of interest to be charged than that permitted prior to such change, then unless prohibited by law, references in this Indenture or any Security to "applicable law" when used in the context of
determining the maximum interest or rate of interest that can be charged shall be deemed to refer to such applicable law as so amended to allow the greater amount or rate of interest. 


        The
right to accelerate the maturity of any Security does not include the right to accelerate any interest which has not otherwise accrued to the date of such acceleration,  provided, however, that the foregoing shall not prohibit the continuing accrual after acceleration of
interest in accordance with the terms of the Indenture and such Security. 


        Section 116.    No Personal Liability of Officers, Directors, Employees or Shareholders    


        Obligations
of the Company under this Indenture and the Securities hereunder are payable only out of cash flow and assets of the Company. The Trustee, and each Holder of a Security by
its acceptance thereof, will be deemed to have agreed in this Indenture that no director, officer, employee, or shareholder, as such, of the Company, the Trustee, or any Affiliate of any of the
foregoing entities shall have any personal liability in respect of the obligations of the Company under this Indenture or such Securities by reason of his, her or its status. The agreements set forth
in this Section are part of the consideration for the issuance of the Securities. 


        Section 117.    Applicability of Depositary    


        Notwithstanding
any other provision of this Indenture, so long as a series of Securities is a Global Security, the parties hereto will be bound at all times by the applicable procedures
of the Depositary with respect to such series. 


 
 

  ARTICLE II    
    
    SECURITY FORMS    
    


        Section 201.    Forms Generally    


        The
Securities of each series shall be in substantially the form set forth in this Article, or in such other 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 may be required to comply with applicable laws or the rules of any securities exchange or automated
quotation system on which the Securities of such series may be listed or traded or of any Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by an authorized officer or other authorized Person on behalf of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by
Section 303 for the authentication and delivery of such Securities. Any form of Security approved by or pursuant to a Board Resolution must be acceptable as to form by the Trustee, such
acceptance to be evidenced by the Trustee's authentication of Securities in that form. 


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


10







 

        Section 202.    Form of Face of Security    


        [Insert
any legend required by the United States Internal Revenue Code and the regulations thereunder.] 


        [If
a Global Security, insert legend required by Section 204 of the Indenture] 


        [If
applicable, insert: UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 


 
 

  PROSPECT GLOBAL RESOURCES INC.    
    
    [TITLE OF SECURITY]    
    

 






			
	NO.	 	U.S. $
	
 [CUSIP No.          ]	
 	

 




 

         PROSPECT
GLOBAL RESOURCES INC., a Nevada corporation (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to              , or registered assigns, the principal sum
of              United States Dollars [state other currency] on              
[if the Security is to bear interest prior to Maturity, insert: , and to pay interest thereon from              , or from the most recent Interest Payment Date to which interest
has been
paid or duly provided for, semi-annually on              and              in each year,
commencing              , at the rate of      % per annum, until the principal
hereof is paid or made available for payment [if applicable, insert: , and at the rate of      % per annum on any overdue principal and premium and on any overdue installment of
interest]. [If applicable, insert: The amount of interest payable for any period shall be computed on the basis of 12 30-day months and a 360-day year.
The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of 12 30-day months and the days elapsed in any partial month. In the
event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business
Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. A "Business Day" shall mean, when
used with respect to any Place of Payment, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by
law, executive order or regulation to close.] The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the
              or              (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities of 


11







 

this
series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or
automated
quotation system on which the Securities of this series maybe listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in
such Indenture]. 


        [If
the Security is not to bear interest prior to Maturity, insert: The principal of this Security shall not bear interest except in the case of a default in payment of
principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of      % per annum, which shall
accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such
interest on any overdue principal that is not so paid on demand shall bear interest at the rate of      % per annum, which shall accrue from the date of such demand for payment to the date
payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] 


        [If
a Global Security, insert: Payment of the principal of [(and premium, if any)] and [if applicable, insert: any such]
interest on this Security will be made by transfer of immediately available funds to a bank account in              designated by the Holder in such coin or currency of the United
States of America
as at the time of payment is legal tender for payment of public and private debts [state other currency].] 


        [If
a Definitive Security, insert: Payment of the principal of [(and premium, if any)] and [if applicable, insert: any such]
interest on this Security will be made at the office or agency of the Company maintained for that purpose in              , [in such coin or currency of the United States of
America as
at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable
thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of              in
              and              in             
 , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other
currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in              (so long as the applicable Paying
Agent has received proper transfer instructions in writing at least              days prior to the payment date)] [if applicable, insert: ;  provided, however, that payment of interest may be made at the option of the Company by
[United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the
Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a
bank in              [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to
the applicable Interest Payment Date)].] 


        Reference
is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth
at this place. 


        Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose. 


12







 

        IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

 






							
	Dated:	 	







 	 	 	 	 
	

 	
 	
 	
 	
PROSPECT GLOBAL RESOURCES INC.
	

 	
 	
 	
 	
By:	
 	








 
	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 




 

         Section 203.    Form of Reverse of Security    


        This
Security is one of a duly authorized issue of securities of the Company (the "Securities"), issued and to be issued in one or more series under an Indenture dated as of
                  , 20    (the "Indenture"), between the Company and [TRUSTEE], as Trustee (the "Trustee", which term includes any successor
trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Company, the Trustee, the Holders of the Senior Debt and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. As
provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear
interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Security is one of the series designated on the face hereof [if applicable,
insert:—, limited in aggregate principal amount to U.S.$            ]. 


        [If
applicable, describe the collateral securing the Securities.] 


        [If
applicable, insert: The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, [if
applicable, insert: (1) on in any year commencing with the year              and ending with the
year              through operation of the sinking fund for this series at a Redemption
Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert: on or after              , as a whole or in part, at the election of the Company, at
the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert: on or before              ,  %, and if
redeemed] during the 12-month period beginning              of the years indicated, 

 






					
	Year



 
	 	Redemption Price for

Redemption Through Operation

of the Sinking Fund 	 	Redemption Price for Redemption

Otherwise Than Through Operation

of the Sinking Fund 
	 







	 	 	 	 
	 
	 	 	 	 
	 







	 	 	 	 




 

 and
thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption [if applicable, insert: (whether through operation of the sinking fund
or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] 


13







 

        [If
applicable, insert: The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, (1) on
              in any year commencing with the year              and ending with the year through operation of
the sinking fund for this series at the Redemption Prices for redemption through
operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert: on or after
              ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as
percentages of the
principal amount) set forth in the table below: If redeemed during the 12-month period beginning              of the years indicated, 

 






					
	Year



 
	 	Redemption Price for

Redemption Through Operation

of the Sinking Fund 	 	Redemption Price for Redemption

Otherwise Than Through Operation

of the Sinking Fund 
	 







	 	 	 	 
	 
	 	 	 	 
	 







	 	 	 	 




 

 and
thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest
to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities,
of record at the close of business on the relevant Record Dates referred to on the face hereof all as provided in the Indenture.] 


        [If
applicable, insert: The sinking fund for this series provides for the redemption on              in each year beginning with the
year              and ending with
the year of [if applicable, insert: not less than $            ("mandatory sinking fund") and not more than]
$            aggregate principal amount of Securities of
this series. Securities of this series acquired or redeemed by the Company
otherwise than through [if applicable, insert: mandatory] sinking fund payments may be credited against subsequent [if applicable,-mandatory] sinking
fund payments otherwise required to be made [if applicable, insert: in the inverse order in which they become due].] 



        [If
the Security is subject to redemption in part of any kind, insert: In the event of redemption of this Security in part only, a new Security or Securities of this series
and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] 


        [If
applicable, insert: The Securities of this series are not redeemable prior to Stated Maturity.] 


        [If
the Security is not an Original Issue Discount Security, insert: If an Event of Default with respect to Securities of this series shall occur and be continuing, the
principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] 



        [If
the Security is an Original Issue Discount Security, insert: If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of
principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to: insert formula for determining
the amount. Upon payment (1) of the amount of principal so declared due and payable, and (2) of interest on any overdue principal and overdue interest, all of the Company's obligations
in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] 



        The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of not less than the Holders of a majority in aggregate principal amount
of the Outstanding Securities of all series to be affected (voting as one class). The Indenture also contains 


14







 

provisions
permitting the Holders of a majority in aggregate principal amount of the Outstanding Securities of all affected series (voting as one class), on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the Indenture. The Indenture permits, with certain exceptions as therein provided, the Holders of a majority in principal
amount of
Securities of any series then Outstanding to waive past defaults under the Indenture with respect to such series and their consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such consent or waiver is made upon this Security. 



        As
provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice,
request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or [any premium
or] interest hereon on or after the respective due dates expressed herein. 


        No
reference herein to the Indenture and no provision of this Security or of the Indenture shall, without the consent of the Holder, alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and [any premium and] interest on this Security at the times, place(s) and rate, and in the coin or currency, herein
prescribed, except for Section 115 of the Indenture (which limits interest to the maximum amount permissible by law), the provisions of which are incorporated herein by reference. 


        [If
a Global Security, insert: This Global Security or portion hereof may not be exchanged for Definitive Securities of this series except in the limited circumstances
provided in the Indenture. 


        The
holders of beneficial interests in this Global Security will not be entitled to receive physical delivery of Definitive Securities except as described in the Indenture and will not
be considered the Holders thereof for any purpose under the Indenture.] 


        [If
a Definitive Security, insert: As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in [if applicable, insert: any place where the principal of and any
premium and interest on this Security are payable] [if applicable, insert:              (or, subject to any laws or regulations applicable thereto and to the right of the
Company (limited as provided in the Indenture) to rescind the designation of any such transfer agent, at the [main] offices
of              in              and in
              or at such other offices or agencies as the Company may designate)], duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and
of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.} 


15









 



































 




        The
Securities of this series are issuable only in registered form without coupons in denominations of U.S.$[state other currency] and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this
series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 


        No
service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. 


        Prior
to due presentment of this 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 this
Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary. 


        This
Security is subordinated in right of payment to Senior Debt, to the extent provided in the Indenture. 


        Obligations
of the Company under the Indenture and the Securities thereunder, including this Security, are payable only out of cash flow and assets of the Company. The Trustee, and each
Holder of a Security by its acceptance hereof, will be deemed to have agreed in the Indenture that no director, officer, employee, or shareholder, as such, of the Company, the Trustee, or any
Affiliate of any of the foregoing entities shall have any personal liability in respect of the obligations of the Company under the Indenture or such Securities by reason of his, her or its status. 


        The
Indenture contains provisions that relieve the Company from the obligation to comply with certain restrictive covenants in the Indenture and for satisfaction and discharge at any
time of the entire indebtedness upon compliance by the Company with certain conditions set forth in the Indenture. 


        This
Security shall be governed by and construed in accordance with the laws of the state of New York. 


        All
terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 


        [If
a Definitive Security, insert as a separate page— 


        FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto                (Please Print or Typewrite Name and Address of Assignee) the within
instrument of
PROSPECT GLOBAL RESOURCES INC., and does hereby irrevocably constitute and appoint                Attorney to transfer said instrument on the books of the
within-named Company, with full power
of substitution in the premises. 


Please
Insert Social Security or

Other Identifying Number of Assignee: 

 






							
	Dated:	 	  







 	 	    






 	 	(Signature)




 

 Signature
Guarantee: 


(Participant
in a Recognized Signature

Guaranty Medallion Program) 


        NOTICE:    The
signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or
enlargement or any change whatever.] 


16







 

        Section 204.    Global Securities    


        Every
Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: 


        THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT
BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL
SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES. 


        If
Securities of a series are issuable in whole or in part in the form of one or more Global Securities, as contemplated by Section 301, then, notwithstanding Clause (9) of
Section 301 and the provisions of Section 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be
reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities
represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of
Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security 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 Global Security shall be in a Company Order (which need not comply with Section 102 and
need not be accompanied by an Opinion of Counsel). 


        The
provisions of the last sentence of Section 303 shall apply to any Security represented by a Global Security if such Security was never issued and sold by the Company and the
Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to
the reduction or increase, as the case may be, in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. 



        Section 205.    Form of Trustee's Certificate and Authorization    


        The
Trustee's certificates of authentication shall be in substantially the following form: 



        This
is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

 






					
	 
	 	[TRUSTEE]

As Trustee
	 
	 	 By:
	 	  








 
	 
	 	 	 	 Authorized Signatory




 

 17







 
 
 

  ARTICLE III    
    
    THE SECURITIES    
    


        Section 301.    Amount Unlimited; Issuable in Series    


        The
aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 


        The
Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution (and, subject to Section 303, to the extent established
pursuant to rather than set forth in a Board Resolution, in an Officers' Certificate or Company Order setting forth, or determining the manner of, such establishment) or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any series, 



        (1)   the
form and title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series); 


        (2)   any
limit upon the aggregate principal amount of the Securities of the series which maybe authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any
Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); 


        (3)   the
Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest; 


        (4)   the
date or dates on which the Securities will be issued and on which the principal of and premium, if any, on the Securities of the series is payable or the method of
determination thereof; 


        (5)   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 determination thereof the date or
dates from which such interest shall accrue, or the method of determination thereof, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest
payable on any Interest Payment Date; 


        (6)   the
place or places where, subject to the provisions of Section 1002, the principal of and any premium and interest on Securities of the series shall be payable,
Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices, and demands to or upon the Company in respect of the
Securities of the series and this Indenture maybe served; 


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


        (8)   the
obligation, if any, and the option, if any, of the Company to redeem, purchase or repay 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 terms and conditions upon which Securities
of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; 


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



18







 

        (10) whether
payment of principal of and premium, if any, and interest, if any, on the Securities of the series shall be without deduction for taxes, assessments or
governmental charges paid by Holders of the series; 


        (11) the
currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be denominated,
payable, redeemable or purchasable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for
purposes of the definition of "Outstanding" in Section 101; 



        (12) if
the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, the manner in which
such amounts shall be determined; 


        (13) if
the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more
currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium
and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; 



        (14) the
right, if any, of the Company to defer payments of interest by extending the interest payment periods and specify the duration of such extension, the Interest
Payment Dates on which such interest shall be payable and whether and under what circumstances additional interest on amounts deferred shall be payable; 


        (15) if
other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of
the Maturity thereof pursuant to Section 502 or provable in bankruptcy pursuant to Section 504 or the method of determination thereof; 



        (16) if
and as applicable, that the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities (and whether in temporary or
permanent global form) and, in such case, the Depositary or Depositaries for such Global Security or Global Securities and any circumstances other than those set forth in Section 305 in which
any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof
and in which any such transfer may be registered; 



        (17) any
deletions from, modifications of or additions to the Events of Default set forth in Section 501 or the covenants of the Company set forth in Article X
pertaining to the Securities of the series; 


        (18) if
and the terms and conditions upon which any Securities of the series may be converted into or exchanged for securities, which may include, without limitation,
capital stock, of any class or series of the Company or any other issuer; 


        (19) if
the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, including, but not
limited to an index based on a currency or currencies other than that in which the Securities of that series are payable, or any other type of index, the manner in which such amounts shall be
determined; 


        (20) if
other than as provided in Sections 1302 and 1303, the terms and conditions upon which and the manner in which such series of Securities may be defeased or
discharged; 



19







 

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


        (22) any
restrictions or other provisions with respect to the transfer or exchange of the Securities; and 


        (23) any
other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by
Section 901(3)). 





        All
Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution or Officers'
Certificate referred to above or in any such indenture supplemental hereto. 


        Any
such Board Resolution or Officers' Certificate referred to above with respect to Securities of any series filed with the Trustee on or before the initial issuance of the Securities
of such series shall be incorporated herein by reference with respect to Securities of such series and shall thereafter be deemed to be a part of the Indenture for all purposes relating to Securities
of such series as fully as if such Board Resolution or Officers' Certificate were set forth herein in full. 



        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 increases in the
aggregate principal amount of such series of Securities and issuances of additional Securities of such series or for the establishment of additional terms with respect to the Securities of such
series. 


        If
any of the terms of the series are established by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by an authorized
officer or other authorized person 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 series. 


        With
respect to Securities of a series subject to a Periodic Offering, such Board Resolution or Officers' Certificate may provide general terms for Securities of such series and provide
either that the specific terms of particular Securities of such series shall be specified in a Company Order, or that such terms shall be determined by the Company, or one or more of the Company's
agents designated in an Officers' Certificate, in accordance with a Company Order. 


        Section 302.    Denominations    



        The
Securities of each series shall be issuable only in registered form without coupons in such denominations as shall be specified as contemplated by Section 301. In the absence
of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. 


        Section 303.    Execution, Authentication, Delivery and Dating    


        The
Securities shall be executed on behalf of the Company by the Chairman of the Board, Vice Chairman, Chief Executive Officer, Chief Financial Officer, President or any Vice President
of the Company and need not be attested. The signature of any of these officers on the Securities may be manual or facsimile. 


        Securities
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 after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such Securities, 


20







 

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, thereafter 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 the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, in addition to any Officers' Certificate and
Opinion of Counsel required to be furnished to the Trustee pursuant to Section 102, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating, 



        (1)   the
form and terms (or the manner of determining the terms) of such Securities have been established by or pursuant to Board Resolution as permitted by
Section 201, that such form or forms have been established in conformity with the provisions of this Indenture; 


        (2)   if
the terms of such Securities have been, or in the case of Securities of a series offered in a Periodic Offering, will be, established by or pursuant to a Board
Resolution as permitted by Section 301, that such terms 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 of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel (which conditions are reasonably
acceptable to the Trustee); 


        (3)   that
such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of
Counsel, which conditions are reasonably acceptable to the Trustee, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles and
entitled to the benefits of this Indenture, equally and ratably with all other Securities, if any, of such series Outstanding; and 


        (4)   such
other matters as the Trustee may reasonably request; 




and,
if the authentication and delivery relates to a new series of Securities created by an indenture supplemental hereto, also stating that all conditions precedent to the execution of the
supplemental indenture with respect to that series of Securities have been complied with, the Company has the power to execute and deliver any such supplemental indenture and has taken all necessary
action for those purposes and any such supplemental indenture has been executed and delivered and constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its
terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance moratorium or other laws and legal principles affecting creditors' rights
generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity). 


        If
such form or forms or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 



        Notwithstanding
the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary
to deliver the Officers' Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel 


21







 

or
Board Resolution or supplemental indenture otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. 


        With
respect to Securities of a series not to be originally issued at one time, the Trustee may rely upon the Opinion of Counsel and the other documents delivered pursuant to
Sections 201 and 301 and this Section, as applicable, in connection with the first authentication of Securities of such series and any subsequent request by the Company to the Trustee to
authenticate Securities of such series upon original issuance shall constitute a representation and warranty by the Company that as of the date of such request, the statements made in the Officers'
Certificate shall be true and correct as if made on such date. 


        Each
Security shall be dated the date of its authentication. 


        No
Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. 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 309 for all
purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 


        Section 304.    Temporary Securities    


        Pending
the preparation of Definitive Securities of any series, the Company may execute, and upon receipt of the documents required by Section 303, together with a Company Order,
the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the
tenor of the Definitive Securities of like series 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 evidenced by their execution of such Securities. 


        If
temporary Securities of any series are issued, the Company will cause Definitive Securities of that series to be prepared without unreasonable delay. After the 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 maintained pursuant to Section 1002 for the purpose of exchanges of Securities of such series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more Definitive Securities of
the same series, of any authorized denominations and of a like aggregate principal amount and tenor. 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 and tenor. 


22









 









































        Section 305.    Registration, Registration of Transfer and Exchange    


        The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or in any other office or agency of the Company in a
Place of Payment being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of
Securities and of transfers of Securities. The Company shall, prior to the issuance of any Securities hereunder, appoint the Trustee as the initial "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided. The Company may at any time replace such Security Registrar, change such office or agency or act as its own Security Registrar. The Company
will give prompt written notice to the Trustee of any change of the Security Registrar or of the location of such office or agency. At all reasonable times the Security Register shall be available for
inspection by the Trustee. 


        Upon
surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained pursuant to Section 1002 for such purpose, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations
and of a like aggregate principal amount and tenor. 


        At
the option of the Holder, Securities of any series (except a Global Security) maybe exchanged for other Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so 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 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 Security presented or surrendered for registration of transfer or for exchange shall
(if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by
the Holder thereof or his attorney duly authorized in writing. 


        No
service charge shall be made for any registration of transfer or 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 of transfer or exchange of Securities, other than exchanges pursuant to Section 304 or 1107 not involving any transfer. 


        Neither
the Trustee nor the Company shall be required (1) to issue, register the transfer of or exchange Securities of any series (or of any series and specified tenor, as the
case may be) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities of that series selected for redemption under
Section 1103 and ending at the close of business on the day of such mailing, or (2) to register the transfer of or exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part. 


        Notwithstanding
any other provision in this Indenture and except as otherwise specified as contemplated by Section 301, no Global Security may be transferred to, or registered or
exchanged for Securities registered in the name of, any Person other than the Depositary for such Global Security or any nominee thereof, and no such transfer may be registered, except as provided in
this paragraph. Every Security authenticated and delivered upon registration or transfer of, or in exchange for or in lieu of, a Global Security shall be a Global Security, except as provided in this
paragraph. 


23







 

If (1) (A) the
Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or ceases to be a clearing
agency registered under the Exchange Act, and (B) a successor Depositary is not appointed by the Company within 90 days, (2) an Event of Default has occurred and is continuing
with respect to the Securities of such series and the Security Registrar has received a request from the Depositary to issue certificated securities in lieu of all or a portion of the Global
Securities of such series (in which case the Company shall deliver certificated securities within 30 days of such request) or (3) the Company determines in its sole discretion that
Securities of a series issued in global form shall no longer be represented by a Global Security, then such Global Security may be exchanged by such Depositary for Definitive Securities of the same
series, of any authorized denomination and of a like aggregate principal amount and tenor, registered in the names of, and the transfer of such Global Security or portion thereof may be registered to,
such Persons as such Depositary shall direct. 


        Section 306.    Mutilated, Destroyed, Lost and Stolen Securities    


        If
any mutilated Security is surrendered to the Trustee, together with such security or indemnity as may be required by the Company or the Trustee to save each of them and any agent of
either of them harmless, the Company shall execute and upon its request the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously Outstanding. 


        If
there shall be delivered to the Company and the Trustee (1) evidence to their satisfaction of the destruction, loss or theft of any Security and (2) such security or
indemnity as maybe required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by
a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same
series and of like tenor and principal amount and bearing a number not contemporaneously Outstanding. 1f after the delivery of such new Security, a bona fide purchaser of the original Security in lieu
of which such new Security was issued presents for payment or registration such original Security, the Trustee shall be entitled to recover such new Security from the party to whom it was delivered or
any party taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred
by the Company and the Trustee in connection therewith. 


        In
case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay
such Security. 


        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 maybe imposed in
relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security of any series issued pursuant to this Section in exchange for any
mutilated Security or in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series
duly issued hereunder. 


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


24







 

        Section 307.    Payment of Interest; Interest Rights Preserved    



        Except
as otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any 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. 


        Any
interest on any 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 the 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 notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall 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 Securities of such
series at his address as it appears in the Security 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 the 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 on the Securities of any series in any other lawful manner not inconsistent with the requirements of any
securities exchange or automated quotation system on which such Securities may be listed or traded, and upon such notice as may be
required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee. 




        Subject
to the foregoing provisions of this Section and Section 305, 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. 


        For
each series of Securities, the Company shall, prior to 10:30 am. (                    time) on each payment date for principal and premium, if any,
and interest, if any, deposit with the
Trustee money in immediately available funds sufficient to make cash payments due on the applicable payment date. 


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        Section 308.    Persons Deemed Owners    



        Except
as otherwise provided as contemplated by Section 301 with respect to any series of Securities, prior to due presentment of a 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 Security is registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Sections 305 and 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 



        No
holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such
Depositary maybe treated by the Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. None of the Company, the Trustee nor
any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global
Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 


        Section 309.    Cancellation    



        All
Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be
delivered to the Trustee and shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which
the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of in accordance with its customary
procedures, and the Trustee shall thereafter, from time to time upon written request, deliver to the Company a certificate with respect to such disposition. 


        Section 310.    Computation of Interest    


        Except
as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a
360-day year of twelve 30-day months and interest on the Securities of each series for any partial period shall be computed on the basis of a 360-day year of twelve
30-day months and the number of days elapsed in any partial month. 


        Section 311.    CUSIP Numbers    


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


26







 
 
 

  ARTICLE IV
  
    SATISFACTION AND DISCHARGE    
    


        Section 401.    Satisfaction and Discharge of Indenture    


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



        (1)   either




        (A)  all
such Securities theretofore authenticated and delivered (other than (i) such Securities which have been destroyed, lost or stolen and which have been replaced
or paid as provided in Section 306, and (ii) such Securities 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 1003) have been delivered to the Trustee for cancellation; or 


        (B)  all
such Securities not theretofore delivered to the Trustee for cancellation 



          (i)  have
become due and payable, 


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



        (iii)  are
to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Company, 





and
the Company 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 this purpose an amount of money
in the currency or currency units in which such Securities are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal and any premium and interest 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; 


        (2)   the
Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to such Securities; 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 with respect to such Securities have been complied with. 




        Notwithstanding
the satisfaction and discharge of this Indenture with respect to Securities of any series, (i) the obligations of the Company to the Trustee under
Section 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and the right of the Trustee to resign under Section 610 shall survive, and
(ii) if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Company and/or the Trustee under
Sections 402, 606, 701 and 1002 and the last paragraph of Section 1003 shall survive. 


        Section 402.    Application of Trust Money    


        Subject
to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee
may determine, to the 


27







 

Persons
entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee. 


 
 

  ARTICLE V
  
    REMEDIES    
    


        Section 501.    Events of Default    


        "Event of Default", wherever used herein with respect to Securities of any series, means any one of the following events (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)   default
in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days
(whether or not such payment is prohibited by the provisions of Article XIV hereof); or 


        (2)   default
in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity (whether or not such payment is prohibited by the
provisions of Article XIV hereof); or 


        (3)   default
in the performance, or breach, of any term, covenant or warranty of the Company in this Indenture (other than a term, covenant or warranty a default in whose
performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that
series), and continuance of such default or breach 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 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; or 


        (4)   the
Company pursuant to or within the meaning of any Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry of any 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; or 


        (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 301 with respect to Securities of that series. 




        Section 502.    Acceleration of Maturity; Rescission and Annulment    


        If
an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or Holders of not less than 25% in
principal amount of the Outstanding Securities of that series may declare the principal amount of(or, if any of the Securities of that series are Original Issue Discount Securities, such portion of
the principal amount of such Securities as may be specified in the terms thereof) all of the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. 


28







 

        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, Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if 



        (1)   the
Company has paid or deposited with the Trustee a sum sufficient to pay 



        (A)  all
overdue interest on all Securities of that series, 


        (B)  the
principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest
thereon at the rate or rates prescribed therefor in such Securities, 


        (C)  to
the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and 


        (D)  all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; 




and 


        (2)   all
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 513. 




        No
such rescission shall affect any subsequent Default or impair any right consequent thereon. 


        Section 503.    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 any Security when such interest becomes due and payable and such default continues for a period of 30 days
(whether or not such payment is prohibited by the provisions of Article XIV hereof), or 



        (2)   default
is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof (whether or not such payment is prohibited by the
provisions of Article XIV hereof), 




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


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


29









 



































 




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


        Section 504.    Trustee May File Proofs of Claim    



        In
case of any judicial proceeding relative to the Company, or any other obligor upon the Securities, their property or their creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607. 


        No
provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding;  provided,
however, that the Trustee may, on behalf of Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors' or other similar committee. 


        Section 505.    Trustee May Enforce Claims Without Possession of Securities    


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


        Section 506.    Application of Money Collected    


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


        FIRST:    To
the payment of all amounts due the Trustee under Section 607; 


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


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


30







 

        Section 507.    Limitation on Suits    



        No
Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or a Security, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless 



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


        (2)   Holders
of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default in its own name as Trustee hereunder; 



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


        (4)   the
Trustee for 60 days after its receipt of such notice, request and offer and, if requested, provision of security or indemnity has failed to institute any such
proceeding; and 


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




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


        Section 508.    Unconditional Right of Holders to Receive Principal, Premium and Interest    



        Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and
any premium and (subject to Sections 305 and 307) interest on such Security on the respective Stated Maturity expressed in such Security (or, in the case of redemption, on the Redemption Date)
and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 


        Section 509.    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 in every such case, subject to any determination in such proceeding, the Company, the Trustee and Holders shall be restored
severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and Holders shall continue as though no such proceeding had been instituted. 


        Section 510.    Rights and Remedies Cumulative    



        Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy
herein conferred upon or reserved to the Trustee or to 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. 


31







 

        Section 511.    Delay or Omission Not Waiver    


        No
delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 


        Section 512.    Control by Holders    


        Subject
to the provisions of Section 603, Holders of a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time,
method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series;  provided, however, that 



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


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



        (3)   subject
to the provisions of Section 601, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall determine
that the proceeding so directed would involve the Trustee in personal liability or would otherwise be contrary to applicable law. 




        Section 513.    Waiver of Past Defaults    



        Holders
of a majority in aggregate principal amount of the Outstanding Securities of any series may on behalf of Holders of all the Securities of such series waive any past default
hereunder with respect to such series and its consequences, except 



        (1)   a
continuing default in the payment of the principal of or any premium or interest on any Security of such series, or 


        (2)   a
default in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder of each Outstanding
Security of such series affected. 




        Upon
any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture, but no such
waiver shall extend to any subsequent or other default or impair any right consequent thereon. 


        Section 514.    Undertaking for Costs    


        In
any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may
require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the
Trust Indenture Act; provided, however,
that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Trustee, in any
suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series to which the suit relates, or in any suit
instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security on or after the respective Stated Maturity expressed by such Security
(or, in the case of redemption or repayment, on or after the Redemption Date). 


32







 
 
 

  ARTICLE VI    
    
    THE TRUSTEE    
    


        Section 601.    Certain Duties and Responsibilities    


        (a)   Except
during the continuance of an Event of Default with respect to any series of Securities, 



        (1)   the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no
implied covenants or obligations shall read into this Indenture against the Trustee; and 



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




        (b)   In
case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such
series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the
conduct of such person's own affairs. 


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



        (3)   this
Subsection shall not be construed to limit the effect of Subsection (a) of this Section; 



        (4)   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; 


        (5)   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 or a majority
in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and 



        (6)   no
provision of this Indenture shall require the Trustee 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 any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it. 




        (d)   Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section. 


        Section 602.    Notice of Defaults    


        If
a Default occurs and is continuing with respect to the Securities of any series, the Trustee shall, within 90 days after it occurs, transmit, in the manner and to the extent
provided in Section 3 13(c) of the Trust Indenture Act, notice of all uncured or unwaived Defaults known to it; provided,  however, that, except in the
case of a Default in payment on the Securities of any series, the Trustee shall be protected in withholding the notice if
and so long as the board of directors, the executive committee or 


33







 

a
trust committee of directors or responsible officers of the Trustee determine in good faith that withholding such notice is in the interests of Holders of Securities of such series;  provided,
further, however, that, in the case of any
default or breach of the character specified in Section 501(3) with respect to the Securities of such series, no such notice to Holders shall be given until at least 90 days after the
occurrence thereof. 


        The
Trustee shall not be deemed to have notice or be charged with knowledge of any Default, except a Default under Sections 501(1) or 501 (2) herein, unless the Trustee
shall have received from the Company or from any Holder written notice thereof at its Corporate Trust Office, and such notice references the Securities in this Indenture. In the absence of any such
notice, the Trustee may conclusively assume that no such Default exists. 


        Section 603.    Certain Rights of Trustee    


        Subject
to the provisions of Section 601: 



        (1)   the
Trustee may rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper
party or parties; 


        (2)   any
request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (or in the case of a
Periodic Offering, as agreed in procedures set forth in a Company Order pursuant to Section 303) and any resolution of the Board of Directors shall be sufficiently evidenced by a Board
Resolution; 


        (3)   whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate; 


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


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


        (6)   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, without obligation to do so, 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; 



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


        (8)   the
Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to
take specified actions 



34







 

pursuant
to this Indenture, which Officers' Certificate may be signed by any Person authorized to sign an Officers' Certificate, including any Person specified as so authorized in any such certificate
previously delivered and not superseded. 


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




        Section 604.    Not Responsible for Recitals or Issuance of Securities    


        The
recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and the Trustee or any
Authenticating Agent assumes no responsibility for their correctness. Neither the Trustee nor any Authenticating Agent makes any representations as to the validity or sufficiency of this Indenture or
of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. 


        Section 605.    May Hold Securities    


        The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent. 


        Section 606.    Money Held in Trust    


        Money
held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Company. 


        Section 607.    Compensation and Reimbursement    


        The
Company agrees: 



        (1)   to
pay to the Trustee from time to time such compensation for all services rendered by it hereunder as shall be mutually agreed upon by the Company and the Trustee in
writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 


        (2)   to
reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of
this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its
negligence or bad faith; and 


        (3)   to
indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. 




        The
obligations of the Company under this Section to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder. 


35







 

        Without
limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in
Section 501(4) or Section 50 1(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such services are intended to constitute expenses
of administration under any applicable Bankruptcy Law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture and the defeasance of the Securities. 


        Section 608.    Disqualification; Conflicting Interests    


        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 609.    Corporate Trustee Required; Eligibility    


        There
shall at all times be one or more Trustees hereunder with respect to the Securities of each series, at least one of which shall be a Person that is eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus required by the Trust Indenture Act. If such Person publishes reports of condition at least annually, pursuant to law or to the
requirements of a supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person 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. 


        Section 610.    Resignation and Removal; Appointment of Successor    


        No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of Section 611. 



        The
Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 611 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. 


        The
Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series,
delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of
removal, the removed Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. 


        If
at any time: 



        (1)   the
Trustee shall fail to comply with Section 608 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 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or 


        (3)   the
Trustee shall become incapable o acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public
officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Company, acting
pursuant to the authority of a Board Resolution, may remove the Trustee with respect to all Securities, or 



36







 

(B) subject
to Section 514, 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. 




        If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees 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 611. 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 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 611, 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 Holders and accepted appointment in the manner required by Section 611, 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. 


        The
Company shall give 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 to all Holders of Securities of such series in the manner provided in Section 106. 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. 


        Section 611.    Acceptance of Appointment by Successor    



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


        (2)   In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and
each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and
which (A) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (B) 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 



37







 

which
the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (C) 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
as 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, upon payment of its charges, 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. 


        (3)   Upon
request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor
Trustee all such rights, powers and trusts referred to in paragraph (1) or (2) of this Section, as the case may be. 


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




        Section 612.    Merger, Conversion, Consolidation or Succession to Business    



        Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, 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 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 613.    Preferential Collection of Claims Against the Company    


        If
and when the Trustee shall be or become a creditor of the Company, or any other obligor upon the Securities, the Trustee shall be subject to the provisions of the Trust Indenture Act
regarding the collection of claims against the Company or any such other obligor. 



        Section 614.    Appointment of Authenticating Agent    


        The
Trustee (upon notice to the Company) 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 (in accordance with procedures acceptable to the Trustee) and upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 306, 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. 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 


38







 

Authenticating
Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal
or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said 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. If 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. 


        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 all or substantially all of the corporate agency or corporate trust business of such 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 any further act on the
part of the Trustee or such Authenticating Agent. 


        An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof 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 may appoint a successor Authenticating Agent which shall be acceptable to the Company.
Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 



        Except
with respect to an Authenticating Agent appointed at the request of the Company, the Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation
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 the Trustee's certificate
of authentication, an alternative certificate of authentication in the following form: 


        This
is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

 






							
	 	 	 	 	[TRUSTEE]

As Trustee
	
 Date:	
 	








 	
 	
By:	
 	
  





       As Authenticating Agent
	

 	
 	
 	
 	
By:	
 	







        Authorized Signatory 



 

 39









 



































 



 
 

  ARTICLE VII    
    
    HOLDERS' LISTS AND REPORTS BY TRUSTEE AND THE COMPANY    
    



        Section 701.    The Company to Furnish Trustee Names and Addresses of Holders    


        The
Company will furnish or cause to be furnished to the Trustee 



        (1)   semi-annually,
not later than each Interest Payment Date in each year, a list for each series of Securities, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Securities of such series as of the preceding Regular Record Date, and 



        (2)   at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished; 




provided, however, that if and so long as the Trustee shall be the Security Registrar for Securities of
a series, no such list need be furnished with respect to such series of Securities. 


        Section 702.    Preservation of Information; Communications to Holders    



        The
Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of the Trust Indenture Act. 


        The
rights of the Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the
Trustee, shall be as provided by the Trust Indenture Act. 


        Every
Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be
held accountable by reason of any disclosure of information as to the names and addresses of Holders made pursuant to the Trust Indenture Act. 



        Section 703.    Reports by Trustee    


        As
promptly as practicable after each May 15 beginning with the May 15 following the date of this Indenture, and in any event prior to July 15 in each year, the
Trustee shall mail to each Holder a brief report dated as of May 15 that complies with Trust Indenture Act Section 3 13(a). The Trustee also shall comply with Trust Indenture Act
Section 313(b). Prior to delivery to the Holders, the Trustee shall deliver to the Company a copy of any report it delivers to Holders pursuant to this Section 703;  provided, however, that no recourse may be taken against the Trustee for its failure to deliver a copy
of such report to the Company prior to its delivery of the report to the Holders. 


        A
copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission
and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange. 


        Section 704.    Reports by the Company    


        The
Company shall file with the Trustee and the Commission, and transmit to Holders, in accordance with rules and regulations prescribed from time to time by the Commission, such
information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations. 


40







 
 
 

  ARTICLE VIII    
    
    CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE    
    



        Section 801.    The Company May Consolidate, Etc., Only on Certain Terms    


        The
Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to, any Person, unless: 



        (1)   the
Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and
assets of the Company substantially as an entirety shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State
thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual
payment of the principal of and any premium and interest on all the Securities and the performance or observance of every other covenant of this Indenture on the part of the Company to be performed or
observed; 


        (2)   immediately
after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such
transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an
Event of Default, shall have happened and be continuing; 


        (3)   if,
as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage,
pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be
necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby; and 


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




        Section 802.    Successor Substituted    


        Upon
any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially
as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein and
thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities and coupons and may liquidate and dissolve. 


41







 
 
 

  ARTICLE IX    
    
    SUPPLEMENTAL INDENTURES    
    


        Section 901.    Supplemental Indentures Without Consent of Holders    



        Without
the consent of any Holders of Securities, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes: 



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


        (2)   to
add covenants and Events of Default for the benefit of the Holders of all or any series of such Securities or to surrender any right or power conferred by this
Indenture upon the Company or to make any change that does not adversely affect the legal rights hereunder of any Holder in any material respect; 


        (3)   to
add to, change or eliminate any of the provisions of this Indenture, provided that any such addition, change or elimination shall become effective only after there
are no such Securities of any series entitled to the benefit of such provision outstanding; 


        (4)   to
establish the forms or terms of the Securities of any series issued hereunder; 


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


        (6)   to
evidence the acceptance of appointment by a successor Trustee with respect to one or more series of Securities or otherwise; 


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


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



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


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




        Section 902.    Supplemental Indentures with Consent of Holders    



        With
the consent of the Holders of not less than a majority in aggregate principal amount of all Outstanding Securities affected by such supplemental indenture (voting as one class), the
Company and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of,
this Indenture, or modifying in any manner the rights of Holders of Securities of such series under this Indenture; provided that the Company and the
Trustee may not, without the consent of the Holder of each Outstanding Security affected thereby, 



        (1)   change
the Stated Maturity of the principal of or any installment of principal of or interest, if any, on, any Security, or reduce the principal amount thereof or
premium, if any, on or the rate of interest thereon or adversely affect any right to convert or exchange any Security into any other security, or alter the method of computation of interest; 


        (2)   reduce
the percentage in principal amount of Securities required for any such supplemental indenture or for any waiver provided for in this Indenture; 



42







 

        (3)   change
the Company's obligation to maintain an office or agency for payment of Securities and the other matters specified herein; 


        (4)   impair
the right to institute suit for the enforcement of any payment of principal of premium, if any, or interest on, any Security; 



        (5)   modify
the provisions of this Indenture with respect to the subordination of any Security in a manner adverse to the Holder thereof; or 


        (6)   modify
any of the provisions of this Indenture relating to the execution of supplemental indentures with the consent of Holders of Securities which are discussed in this
Section or modify any provisions relating to the waiver by Holders of Securities of past defaults and covenants, except to increase any required percentage or to provide that other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby. 




        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. 


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


        Section 903.    Execution of Supplemental Indentures    


        In
executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The Trustee shall enter into any supplemental indenture which does not adversely affect the Trustee's own rights, duties or
immunities under this Indenture or otherwise. 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. 


        Section 904.    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 shall be bound thereby. 



        Section 905.    Conformity with Trust Indenture Act    


        Every
supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. 


        Section 906.    Reference in Securities to Supplemental Indentures    


        Securities
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 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 of 


43







 

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


 
 

  ARTICLE X    
    
    COVENANTS    
    


        Section 1001.    Payment of Principal, Premium and Interest    



        The
Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the Securities of that
series in accordance with the terms of the Securities and this Indenture. 


        Section 1002.    Maintenance of Office or Agency    


        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. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company 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, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 


        The
Company may also from time to time designate one or more other offices or agencies where the Securities 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 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. 


        Except
as otherwise specified with respect to a series of Securities as contemplated by Section 301, the Company hereby initially designates as the Place of Payment for each
series of Securities to be the Corporate Trust Office of the Trustee, and initially appoints the Trustee as Paying Agent at its office at
[                    ], as the Company's
office or agency for each such purpose in such city. 


        Section 1003.    Money for Securities Payments to Be Held in Trust    


        If
the Company or any of its Subsidiaries shall at any time act as Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any
premium 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 and any premium and
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 of its action or 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 its action or failure so to act. 



        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 


44







 

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 (and premium, if any) or interest, if any, 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 (and premium, if any) or interest, if any, on the Securities of that series; and (3) during the continuance of any such default, upon the written request of the Trustee, forthwith pay
to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series. 


        The
Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or 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. 


        Any
money deposited with the Trustee or any Paying Agent in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for
two years after such principal, premium or interest has become due and payable shall be paid to the state which escheat laws control and the Trustee or any Paying Agent shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the state which escheat laws control 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; provided,  however, that the
Trustee or such Paying Agent, before being required to make any such payment, may at the expense of the Company cause to be published
once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be paid to the state whose escheat laws control. 


        Section 1004.    Statement by Officers as to Default    



        The
Company will deliver to the Trustee, within 150 days after the end of each Fiscal Year of the Company ending after the date hereof an Officers' Certificate, stating whether or
not to the best knowledge of the signer or signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard
to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have
knowledge. 


        Section 1005.    Waiver of Certain Covenants    



        The
Company may omit in any particular instance to comply with any term, provision or condition set forth in Sections 1002 through 1004 with respect to the Securities of any
series if before the time for such compliance Holders of at least a majority in aggregate principal amount of the Outstanding Securities of all affected series (voting as one class) shall, by Act of
such Holders, either 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. 



        A
waiver which changes or eliminates any term, provision or condition 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 term, provision or condition, shall be deemed not to affect the rights under this Indenture of
the Holders of Securities of any other series. 


45









 



































 



 
 

  ARTICLE XI    
    
    REDEMPTION OF SECURITIES    
    


        Section 1101.    Applicability of Article    


        Securities
of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by
Section 301 for Securities of any series) in accordance with this Article. 


        Section 1102.    Election to Redeem; Notice to Trustee    



        The
election of the Company to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company of less than all the Securities of
any series, the Company shall, not less than 35 nor more than 60 days 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 (1) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (2) 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. 


        Section 1103.    Selection by Trustee of Securities to be Redeemed    


        If
less than all the Securities of any series are to be redeemed (unless all 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 35 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, on a  pro rata
basis or by any other method which the Trustee deems fair and appropriate and which complies with any securities exchange or other applicable
requirements for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such
series of a denomination larger than the minimum authorized denomination for Securities of that 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. 


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


        Section 1104.    Notice of Redemption    


        Notice
of redemption shall be given by first-class mail (if international mail, by air mail), postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register. 



        All
notices of redemption shall state: 



        (1)   the
Redemption Date, 


        (2)   the
Redemption Price, 



46







 

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


        (4)   that
on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and that interest thereon will cease to accrue on and
after said date, 


        (5)   the
place or places where such Securities are to be surrendered for payment of the Redemption Price, and 


        (6)   that
the redemption is for a sinking fund, if such is the case. 




        Notice
of redemption of Securities to be redeemed 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. 


        Section 1105.    Deposit of Redemption Price    


        On
or prior to 10:30 a.m. (Eastern time) on 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 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment
Date) accrued interest on, all the Securities which are to be redeemed on that date. 


        Section 1106.    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. Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless
otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or
one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307. 



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


        Section 1107.    Securities Redeemed in Part    


        Any
Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, 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), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 


47







 
 
 

  ARTICLE XII    
    
    SINKING FUNDS    
    


        Section 1201.    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 301
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 1202. 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 1202.    Satisfaction of Sinking Fund Payments with Securities    


        The
Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption), and (2) 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. 


        Section 1203.    Redemption of Securities for Sinking Fund    


        Not
less than 45 days prior to each sinking fund payment date for any series of Securities (unless a shorter period shall be satisfactory to the Trustee), the Company will deliver
to the Trustee an Officers' Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of 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 1202 and stating the basis for
such credit and that such Securities have not been previously so credited, 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 1103 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 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 1106 and 1107. 


 
 

  ARTICLE XIII    
    
    DEFEASANCE    
    


        Section 1301.    Applicability of Article    



        The
provisions of this Article shall be applicable to each series of Securities except as otherwise specified as contemplated by Section 301 for Securities of such series. 


48







 

        Section 1302.    Legal Defeasance    



        In
addition to discharge of the Indenture pursuant to Section 401, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Securities of such a
series on the 91st day after the date of the deposit referred to in Clause (1) below, and the provisions of this Indenture with respect to the Securities of such series shall no longer
be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and the Company's right of optional redemption, if any, (ii) substitution of
mutilated, destroyed, lost or stolen Securities, (iii) rights of Holders of Securities to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor
or on the specified redemption dates therefor (but not upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations,
duties and immunities of the Trustee hereunder, and the Company's obligations in connection therewith (including, but not limited to, Section 607), (v) the rights, if any, to convert or
exchange the Securities of such series, (vi) the rights of Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all
or any of them, and (vii) the obligations of the Company under Section 1002), and the Trustee, at the expense of the Company, shall, upon a Company Request, execute proper instruments
acknowledging the same, if the conditions set forth below are satisfied (hereinafter, "defeasance"): 



        (1)   The
Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust, for the purposes of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of Holders of the Securities of such series (A) cash in an amount, or (B) in the case of any series of Securities the
payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure
the availability of cash, or (C) a combination thereof certified to be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay (i) the principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest or
premium, if any, is due and payable or on any Redemption Date established pursuant to Clause (3) below, and (ii) any mandatory sinking fund payments on the dates on which such payments
are due and payable in accordance with the terms of the Indenture and the Securities of such series; 


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


        (3)   If
the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall
have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made; 



        (4)   No
Event of Default or event which with notice or lapse of time or both would become an Event of Default shall have occurred and be continuing on the date of such
deposit; 


        (5)   Such
defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within
the meaning of such Act); 



49







 

        (6)   Such
defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by
which it is bound; 


        (7)   Such
defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as
amended, unless such trust shall be registered under such Act or exempt from registration thereunder; and (8) The Company has delivered to the Trustee an Officers' Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this provision have been complied with. 




        For
this purpose, such defeasance means that the Company and any other obligor upon the Securities of such series shall be deemed to have paid and discharged the entire debt represented
by the Securities of such series, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 1304 and the rights and obligations referred to in Clauses (i)
through (vii), inclusive, of the first paragraph of this Section, and to have satisfied all its other obligations under the Securities of such series and this Indenture insofar as the Securities of
such series are concerned. 


        Section 1303.    Covenant Defeasance    



        The
Company and any other obligor shall be released on the 91st day after the date of the deposit referred to in Clause (1) below from its obligations under
Sections 704 and 801 with respect to the Securities of any series on and after the date the conditions set forth below are satisfied (hereinafter, "covenant
defeasance"), and the Securities of such series shall thereafter be deemed to be not "Outstanding" for the purposes of any
request, demand, authorization, direction, notice, waiver, consent or declaration or other action or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed Outstanding for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to the Securities of such series, 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, whether directly or indirectly by reason of any reference elsewhere herein to such
Section or by reason of any reference in such Section 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 501, but, except as specified above, the remainder of this Indenture and the Securities of such series shall be unaffected thereby. The following shall be the conditions to application
of this Section 1303: 



        (1)   The
Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of Holders of the Securities of such series, (A) cash in an amount, or (B) in the case of any series of Securities the
payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure
the availability of cash, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay (i) the principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest or premium, if any, is due and
payable or on any Redemption Date established pursuant to Clause (2) below, and (ii) any mandatory sinking fund payments on the day on which such payments are due and payable in
accordance with the terms of the Indenture and the Securities of such series; 


        (2)   If
the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall
have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made; 



50







 

        (3)   No
Event of Default or event which with notice or lapse of time or both would become an Event of Default shall have occurred and be continuing on the date of such
deposit; 


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


        (5)   Such
covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default
within the meaning of such Act); 


        (6)   Such
covenant defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party
or by which it is bound; 


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


        (8)   The
Company has delivered to the Trustee an Officers' Certificate and Opinion of Counsel stating that all conditions precedent provided for relating to the covenant
defeasance contemplated by this provision have been complied with. 




        Section 1304.    Application by Trustee of Funds Deposited for Payment of Securities    


        Subject
to the provisions of the last paragraph of Section 1003, all moneys or U.S. Government Obligations deposited with the Trustee pursuant to Section 1302 or 1303 (and
all funds earned on such moneys or U.S. Government Obligations) shall be held in trust and applied by it to the payment, either directly or through any Paying Agent (including the Company acting as
its own Paying Agent), to Holders of the particular Securities of such series for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due
thereon for principal and interest; but such money need not be segregated from other funds except to the extent required by law. Subject to Sections 1302 and 1303, the Trustee shall promptly
pay to the Company upon Company Order any moneys held by it at any time, which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
delivered to the Trustee, are in excess of the amounts required to effect the defeasance with respect to the Outstanding Securities in question. 


        Section 1305.    Repayment to the Company    



        The
Trustee and any Paying Agent promptly shall pay or return to the Company upon Company Request any money and U.S. Government Obligations held by them at any time that are not required
for the payment of the principal of and any interest on the Securities of any series for which money or U.S. Government Obligations have been deposited pursuant to Section 1302 or 1303, which,
in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amounts required to effect the
defeasance with respect to the Outstanding Securities in question. 


        The
provisions of the last paragraph of Section 1003 shall apply to any money held by the Trustee or any Paying Agent under this Article that remains unclaimed for two years after
the Maturity of any series of Securities for which money or U.S. Government Obligations have been deposited pursuant to Section 1302 or 1303. 


51







 

        Section 1306.    Reinstatement    



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


 
 

  ARTICLE XIV    
    
    SUBORDINATION OF SECURITIES    
    


        Section 1401.    Securities Subordinated to Senior Debt    



        The
payment by the Company of the principal of, premium, if any, and interest, if any, on any series of Securities issued hereunder shall be subordinated to the extent set forth in an
indenture supplemental hereto relating to such Securities. 


        IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed in multiple counterparts, each of which so executed shall be deemed to be an original, but all of
which shall together constitute but one and the same instrument, all as of the day and year first above written. 

 






					
	 	 	PROSPECT GLOBAL RESOURCES INC.
	

 	
 	
By:	
 	








 
	

 	
 	
Name:	
 	

 
	

 	
 	
Title:	
 	

 
	

 	
 	
TRUSTEE
	

 	
 	
By:	
 	








 
	

 	
 	
Name:	
 	

 
	

 	
 	
Title:	
 	

 




 

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QuickLinks



EXHIBIT 4.3


PROSPECT GLOBAL RESOURCES INC. Issuer and [TRUSTEE] Trustee INDENTURE

SUBORDINATED DEBT SECURITIES


PROSPECT GLOBAL RESOURCES INC.


TABLE OF CONTENTS


RECITALS OF THE COMPANY

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


ARTICLE II SECURITY FORMS

PROSPECT GLOBAL RESOURCES INC. [TITLE OF SECURITY]


ARTICLE III THE SECURITIES



ARTICLE IV SATISFACTION AND DISCHARGE

ARTICLE V REMEDIES


ARTICLE VI THE TRUSTEE



ARTICLE VII HOLDERS' LISTS AND REPORTS BY TRUSTEE AND THE COMPANY

ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

ARTICLE IX SUPPLEMENTAL INDENTURES

ARTICLE X COVENANTS


ARTICLE XI REDEMPTION OF SECURITIES

ARTICLE XII SINKING FUNDS

ARTICLE XIII DEFEASANCE

ARTICLE XIV SUBORDINATION OF SECURITIES