Exhibit
4.9

    


    FORM
OF

    


    SUBORDINATED
INDENTURE

    


    by
and between

    


    WINNER
MEDICAL GROUP INC.

    


    as
Issuer,

    


    and

    


    _____________________,

    


    as
Trustee

    


    Dated
as of ______________


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    
      
        	 
      	
                Page

              
	
                ARTICLE
      I DEFINITIONS AND INCORPORATION BY REFERENCE

              	 
      
	
                SECTION
      1.01 Definitions

              	
                5

              
	
                SECTION
      1.02 Incorporation by Reference of Trust Indenture Act

              	
                8

              
	
                SECTION
      1.03 Rules of Construction

              	
                9

              
	
                ARTICLE
      II THE SECURITIES

              	 
      
	
                SECTION
      2.01 Unlimited in Amount, Issuable in Series

              	
                9

              
	
                SECTION
      2.02 Form and Dating

              	
                11

              
	
                SECTION
      2.03 Execution and Authentication

              	
                12

              
	
                SECTION
      2.04 Registrar and Paying Agent

              	
                12

              
	
                SECTION
      2.05 Paying Agent to Hold Assets in Trust

              	
                12

              
	
                SECTION
      2.06 Holder Lists

              	
                13

              
	
                SECTION
      2.07 General Provisions Relating to Transfer and Exchange

              	
                13

              
	
                SECTION
      2.08 Book-Entry Provisions for Global Securities

              	
                14

              
	
                SECTION
      2.09 Replacement Securities

              	
                15

              
	
                SECTION
      2.10 Outstanding Securities

              	
                15

              
	
                SECTION
      2.11 Treasury Securities

              	
                15

              
	
                SECTION
      2.12 Temporary Securities

              	
                16

              
	
                SECTION
      2.13 Cancellation

              	
                16

              
	
                SECTION
      2.14 CUSIP Numbers

              	
                16

              
	
                SECTION
      2.15 Defaulted Interest

              	
                16

              
	
                SECTION
      2.16 Special Record Dates

              	
                16

              
	
                ARTICLE
      III REDEMPTION

              	 
      
	
                SECTION
      3.01 Notices to Trustee

              	
                17

              
	
                SECTION
      3.02 Selection of Securities to Be Redeemed

              	
                17

              
	
                SECTION
      3.03 Notice of Redemption

              	
                17

              
	
                SECTION
      3.04 Effect of Notice of Redemption

              	
                18

              
	
                SECTION
      3.05 Deposit of Redemption Price

              	
                18

              
	
                SECTION
      3.06 Securities Redeemed in Part

              	
                18

              
	
                SECTION
      3.07 Holder’s Right to Require Redemption

              	
                18

              
	
                SECTION
      3.08 Procedure for Requiring Redemption

              	
                18

              
	
                ARTICLE
      IV COVENANTS

              	 
      
	
                SECTION
      4.01 Payment of Securities

              	
                19

              
	
                SECTION
      4.02 Maintenance of Office or Agency

              	
                19

              
	
                SECTION
      4.03 Reports

              	
                19

              
	
                SECTION
      4.04 Compliance Certificate

              	
                20

              
	
                SECTION
      4.05 Taxes

              	
                20

              
	
                SECTION
      4.06 Corporate Existence

              	
                20

              
	
                ARTICLE
      V MERGER, ETC.

              	 
      
	
                SECTION
      5.01 When Company May Merge, etc.

              	
                20

              
	
                SECTION
      5.02 Successor Corporation Substituted

              	
                21

              
	
                ARTICLE
      VI DEFAULTS AND REMEDIES

              	 
      
	
                SECTION
      6.01 Events of Default

              	
                21

              
	
                SECTION
      6.02 Acceleration

              	
                22

              
	
                SECTION
      6.03 Other Remedies

              	
                22

              
	
                SECTION
      6.04 Waiver of Past Defaults

              	
                23

              
	
                SECTION
      6.05 Control by Majority

              	
                23

              
	
                SECTION
      6.06 Limitation on Suits

              	
                23

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

              	
                24

              
	
                SECTION
      6.08 Collection Suit by Trustee

              	
                24

              
	
                SECTION
      6.09 Trustee May File Proofs of Claim

              	
                24

              
	
                SECTION
      6.10 Priorities

              	
                24

              
	
                SECTION
      6.11 Undertaking for Costs

              	
                25

              
	
                SECTION
      6.12 Stay, Extension and Usury Laws

              	
                25

              


      

    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        
          	 	

                  Page 

                
	
                  SECTION
      6.13 Restoration of Positions

                	
                  25

                
	
                  SECTION
      6.14 Liability of Stockholders, Officers, Directors and
      Incorporators

                	
                  25

                
	
                  ARTICLE
      VII TRUSTEE

                	 
      
	
                  SECTION
      7.01 Duties of Trustee

                	
                  25

                
	
                  SECTION
      7.02 Rights of Trustee

                	
                  26

                
	
                  SECTION
      7.03 Individual Rights of Trustee

                	
                  27

                
	
                  SECTION
      7.04 Money Held in Trust

                	
                  27

                
	
                  SECTION
      7.05 Trustee’s Disclaimer

                	
                  28

                
	
                  SECTION
      7.06 Notice of Defaults

                	
                  28

                
	
                  SECTION
      7.07 Reports by Trustee to Holders

                	
                  28

                
	
                  SECTION
      7.08 Compensation and Indemnity

                	
                  28

                
	
                  SECTION
      7.09 Replacement of Trustee

                	
                  29

                
	
                  SECTION
      7.10 Successor Trustee by Merger, Etc.

                	
                  30

                
	
                  SECTION
      7.11 Eligibility; Disqualification

                	
                  30

                
	
                  SECTION
      7.12 Preferential Collection of Claims Against the Company

                	
                  30

                
	
                  ARTICLE
      VIII DISCHARGE OF INDENTURE

                	 
      
	
                  SECTION
      8.01 Satisfaction and Discharge of Indenture

                	
                  30

                
	
                  SECTION
      8.02 Application of Trust Funds; Indemnification

                	
                  31

                
	
                  SECTION
      8.03 Legal Defeasance

                	
                  31

                
	
                  SECTION
      8.04 Covenant Defeasance

                	
                  33

                
	
                  SECTION
      8.05 Repayment to Company

                	
                  33

                
	
                  SECTION
      8.06 Reinstatement

                	
                  34

                
	
                  ARTICLE
      IX AMENDMENTS, SUPPLEMENTS AND WAIVERS

                	 
      
	
                  SECTION
      9.01 Without Consent of Holders

                	
                  34

                
	
                  SECTION
      9.02 With Consent of Holders

                	
                  35

                
	
                  SECTION
      9.03 Compliance with Trust Indenture Act

                	
                  36

                
	
                  SECTION
      9.04 Revocation and Effect of Consents

                	
                  36

                
	
                  SECTION
      9.05 Notation on or Exchange of Securities

                	
                  36

                
	
                  SECTION
      9.06 Trustee to Sign Amendment, etc.

                	
                  36

                
	
                  ARTICLE
      X CONVERSION OR EXCHANGE OF SECURITIES

                	 
      
	
                  SECTION
      10.01 Provisions Relating to Conversion or Exchange of
      Securities

                	
                  36

                
	
                  ARTICLE
      XI SINKING OR PURCHASE FUNDS

                	 
      
	
                  SECTION
      11.01 Provisions Relating to Sinking or Purchase Funds

                	
                  37

                
	
                  ARTICLE
      XII SUBORDINATION

                	 
      
	
                  SECTION
      12.01 Securities Subordinated to Senior Indebtedness

                	
                  37

                
	
                  SECTION
      12.02 Priority and Payment Over of Proceeds in Certain
    Events

                	
                  37

                
	
                  SECTION
      12.03 Payments May Be Paid Prior to Dissolution

                	
                  38

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

                	
                  38

                
	
                  SECTION
      12.05 Authorization to Trustee to Take Action to Effectuate
      Subordination

                	
                  38

                
	
                  SECTION
      12.06 Distribution or Notice to Representative

                	
                  38

                
	
                  SECTION
      12.07 Subrogation

                	
                  38

                
	
                  SECTION
      12.08 Obligations of Company Unconditional

                	
                  39

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

                	
                  39

                
	
                  SECTION
      12.10 Right of Trustee to Hold Senior Indebtedness

                	
                  40

                
	
                  ARTICLE
      XIII MISCELLANEOUS

                	 
      
	
                  SECTION
      13.01 Trust Indenture Act Controls

                	
                  40

                
	
                  SECTION
      13.02 Notices

                	
                  40

                
	
                  SECTION
      13.03 Communication by Holders with Other Holders

                	
                  41

                
	
                  SECTION
      13.04 Certificate and Opinion as to Conditions Precedent

                	
                  41

                
	
                  SECTION
      13.05 Statements Required in Certificate or Opinion

                	
                  41

                
	
                  SECTION
      13.06 Rules by Trustee and Agents

                	
                  41

                
	
                  SECTION
      13.07 Legal Holidays

                	
                  42

                
	
                  SECTION
      13.08 Duplicate Originals

                	
                  42

                
	
                  SECTION
      13.09 Governing Law

                	
                  42

                
	
                  SECTION
      13.10 No Adverse Interpretation of Other Agreements

                	
                  42

                
	
                  SECTION
      13.11 Successors

                	
                  42

                


        

      

    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

    


    
      
        
          	 	

                  Page

                
	
                  SECTION
      13.12 Severability

                	
                  42

                
	
                  SECTION
      13.13 Counterpart Originals

                	
                  42

                
	
                  SECTION
      13.14 Submission to Jurisdiction

                	
                  42

                
	
                  SECTION
      13.15 Waiver of Jury Trial

                	
                  42

                
	
                  SECTION
      13.16 Force Majeure

                	
                  43

                
	
                  SECTION
      13.17 Supplemental Indentures Contract

                	
                  43

                
	
                  SECTION
      13.18 Table of Contents, Headings, etc

                	
                  43

                
	
                  SECTION
      13.19 When Treasury Securities Disregarded

                	
                  43

                


        

      

    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    CROSS-REFERENCE
TABLE*

    


    
      
        
          
            	
                    Trust Indenture Act Section

                  	 
      	
                    Indenture Section

                  
	
                    310

                  	 
      	
                    (a)(1)

                  	 
      	
                    7.11

                  
	 
      	 
      	
                    (a)(2)

                  	 
      	
                    7.11

                  
	 
      	 
      	
                    (a)(3)

                  	 
      	
                    n/a

                  
	 
      	 
      	
                    (a)(4)

                  	 
      	
                    n/a

                  
	 
      	 
      	
                    (a)(5)

                  	 
      	
                    7.11

                  
	 
      	 
      	
                    (b)

                  	 
      	
                    7.03;
      7.11

                  
	 
      	 
      	
                    (c)

                  	 
      	
                    n/a

                  
	
                    311

                  	 
      	
                    (a)

                  	 
      	
                    7.12

                  
	 
      	 
      	
                    (b)

                  	 
      	
                    7.12

                  
	 
      	 
      	
                    (c)

                  	 
      	
                    n/a

                  
	
                    312

                  	 
      	
                    (a)

                  	 
      	
                    2.06

                  
	 
      	 
      	
                    (b)

                  	 
      	
                    13.03

                  
	 
      	 
      	
                    (c)

                  	 
      	
                    13.03

                  
	
                    313

                  	 
      	
                    (a)

                  	 
      	
                    7.07

                  
	 
      	 
      	
                    (b)(1)

                  	 
      	
                    n/a

                  
	 
      	 
      	
                    (b)(2)

                  	 
      	
                    7.07;
      7.08

                  
	 
      	 
      	
                    (c)

                  	 
      	
                    7.07;
      13.02

                  
	 
      	 
      	
                    (d)

                  	 
      	
                    7.07

                  
	
                    314

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

                  	 
      	
                    4.03;13.05

                  
	 
      	 
      	
                    (a)(4)

                  	 
      	
                    4.04

                  
	 
      	 
      	
                    (b)

                  	 
      	
                    n/a

                  
	 
      	 
      	
                    (c)(1)

                  	 
      	
                    13.04

                  
	 
      	 
      	
                    (c)(2)

                  	 
      	
                    13.04

                  
	 
      	 
      	
                    (c)(3)

                  	 
      	
                    n/a

                  
	 
      	 
      	
                    (d)

                  	 
      	
                    n/a

                  
	 
      	 
      	
                    (e)

                  	 
      	
                    13.05

                  
	 
      	 
      	
                    (f)

                  	 
      	
                    n/a

                  
	
                    315

                  	 
      	
                    (a)

                  	 
      	
                    7.01(b)

                  
	 
      	 
      	
                    (b)

                  	 
      	
                    7.06;
      13.02

                  
	 
      	 
      	
                    (c)

                  	 
      	
                    7.01(a)

                  
	 
      	 
      	
                    (d)

                  	 
      	
                    7.01(c)

                  
	 
      	 
      	
                    (e)

                  	 
      	
                    6.11

                  
	
                    316

                  	 
      	
                    (a)(last
      sentence)

                  	 
      	
                    2.11

                  
	 
      	 
      	
                    (a)(1)(A)

                  	 
      	
                    6.05

                  
	 
      	 
      	
                    (a)(1)(B)

                  	 
      	
                    6.04

                  
	 
      	 
      	
                    (a)(2)

                  	 
      	
                    n/a

                  
	 
      	 
      	
                    (b)

                  	 
      	
                    6.07

                  
	 
      	 
      	
                    (c)

                  	 
      	
                    9.04

                  
	
                    317

                  	 
      	
                    (a)(1)

                  	 
      	
                    6.08

                  
	 
      	 
      	
                    (a)(2)

                  	 
      	
                    6.09

                  
	 
      	 
      	
                    (b)

                  	 
      	
                    2.04

                  
	
                    318

                  	 
      	
                    (a)

                  	 
      	
                    13.01

                  
	 
      	 
      	
                    (b)

                  	 
      	
                    n/a

                  
	 
      	 
      	
                    (c)

                  	 
      	
                    13.01

                  


          

        

      

    

    


    “n/a”
means not applicable.

    SUBORDINATED
INDENTURE (this “Indenture”), dated as of ________, by and between WINNER
MEDICAL GROUP INC., a Nevada corporation (the “Company”), as issuer, and
______________, a ____________, as trustee (the “Trustee”).


    
      
         


      

      
        iv

        
          

        

      

      
         


      

    

    


    RECITALS

    


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

    


    NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


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

    


    ARTICLE
I

    


    DEFINITIONS
AND INCORPORATION BY REFERENCE

     

    SECTION
1.01 Definitions.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    (i)           in
respect of borrowed money;

    


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

    


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

    


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

    


    (v)         capitalized
lease obligations; and

    


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

    


    For
purposes of this Indenture, Indebtedness shall not include

    


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

    


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


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    “Register”
has the meaning specified in Section 2.04.

    


    “Registrar”
has the meaning specified in Section 2.04.

    


    “Responsible
Officer” shall mean, when used with respect to the Trustee, any officer within
the corporate trust department of the Trustee, including any vice president,
assistant vice president, assistant secretary, assistant treasurer, trust
officer or any other officer of the Trustee who customarily performs functions
similar to those performed by the Persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of such person’s knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


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

    


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

    


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

    


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

    


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

    


    “Subsidiary”
of any Person means:

    


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

    


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

    


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

    


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

    


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

    


    SECTION
1.02      Incorporation by Reference of Trust Indenture
Act.

    


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

    


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

    


    “indenture
securities” means the Securities;

    


    “indenture
security holder” means a Holder;

    


    “indenture
to be qualified” means this Indenture;

    


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


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


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

    


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

    


    SECTION
1.03     Rules of Construction.

    


    Unless
the context otherwise requires:

    


    
      	
               
      

            	
              a.

            	
              a
      term has the meaning assigned to
it;

            


    

    


    
      	
               
      

            	
              b.

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

            


    

    


    
      	
               
      

            	
              c.

            	
              “or”
      is not exclusive;

            


    

    


    
      	
               
      

            	
              d.

            	
              “including”
      means including without limitation;

            


    

    


    
      	
               
      

            	
              e.

            	
              words
      in the singular include the plural, and in the plural include the
      singular; and

            


    

    


    
      	
               
      

            	
              f.

            	
              provisions
      apply to successive events and
transactions.

            


    

    


    ARTICLE
II

    


    THE
SECURITIES

    


    
      	
            	
              SECTION 2.01

            	
               Unlimited in Amount, Issuable in Series, Denomination

            


    

    


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

    


    
      	
               
      

            	
              a.

            	
              The
      title and ranking of such
Securities;

            


    

    


    
      	
               
      

            	
              b.

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

            


    

    


    
      	
               
      

            	
              c.

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

            


    

    


    
      	
               
      

            	
              d.

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

            


    

    


    
      	
               
      

            	
              e.

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

            


    

    


    
      	
               
      

            	
              f.

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

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              g.

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

            


    

     

    
      	
               
      

            	
              h.

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

            


    

     

    
      	
               
      

            	
              i.

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

            


    

     

    
      	
               
      

            	
              j.

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

            


    

     

    
      	
               
      

            	
              k.

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

            


    

     

    
      	
               
      

            	
              l.

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

            


    

     

    
      	
               
      

            	
              m.

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

            


    

     

    
      	
               
      

            	
              n.

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

            


    

     

    
      	
               
      

            	
              o.

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

            


    

     

    
      	
               
      

            	
              p.

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

            


    

     

    
      	
               
      

            	
              q.

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

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


        
           


        

      

    

     

    
      	
               
      

            	
              r.

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

            


    

     

    
      	
               
      

            	
              s.

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

            


    

     

    
      	
               
      

            	
              t.

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

            


    

     

    
      	
               
      

            	
              u.

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

            


    

     

    
      	
               
      

            	
              v.

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

            


    

     

    
      	
               
      

            	
              w.

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

            


    

     

    
      	
               
      

            	
              x.

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

            


    

     

    
      	
               
      

            	
              y.

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

            


    

     

    SECTION
2.02   Form and Dating.

     

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


    
      
         


      

      
        11

        
          

        

      

      
         


        
           


        

      

    

     

    SECTION
2.03   Execution and Authentication.

     

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

     

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

     

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

     

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

     

    SECTION
2.04   Registrar and Paying Agent.

     

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

     

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

     

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

     

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

     

    SECTION
2.05   Paying Agent to Hold Assets in Trust.

     

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


    
      
         


      

      
        12

        
          

        

      

      
         


        
           


        

      

    

     

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

     

    SECTION
2.06   Holder Lists.

     

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

     

    SECTION
2.07   General Provisions Relating to Transfer and
Exchange.

     

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

     

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

     

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

     

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

     

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

     

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


    
      
         


      

      
        13

        
          

        

      

      
         


        
           


        

      

    


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

     

    SECTION
2.08   Book-Entry Provisions for Global Securities.

     

    
      	
               
      

            	
              a.

            	
              The
      Global Securities initially shall:

            


    

     

    
      	
               
      

            	
               (i)

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

            


    

     

    
      	
               
      

            	
              (ii)

            	
              be
      delivered to the Trustee as custodian for such
  Depositary.

            


    

     

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

     

    
      	
               
      

            	
              b.

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

            


    

     

    
      	
               
      

            	
              c.

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

            


    

     

    
      	
               
      

            	
              d.

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

            


    

     

    
      	
               
      

            	
              e.

            	
              If
      at any time:

            


    

     

    
      	
               
      

            	
                (i)

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

            


    

     

    
      	
               
      

            	
               (ii)

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

            


    

     

    
      	
               
      

            	
              (iii)

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

            


    


    
      
         


      

      
        14

        
          

        

      

      
         


        
           


        

      

    

     

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

     

    
      	
               
      

            	
              f.

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

            


    

     

    SECTION
2.09   Replacement Securities.

     

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

     

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

     

    SECTION
2.10   Outstanding Securities.

     

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

     

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

     

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

     

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

     

    SECTION
2.11   Treasury Securities.

     

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


    
      
         


      

      
        15

        
          

        

      

      
         


        
           


        

      

    

     

    SECTION
2.12   Temporary Securities.

     

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

     

    SECTION
2.13   Cancellation.

     

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

     

    SECTION
2.14   CUSIP Numbers.

     

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

     

    SECTION
2.15   Defaulted Interest.

     

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

     

    SECTION
2.16   Special Record Dates.

     

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


    
      
         


      

      
        16

        
          

        

      

      
         


        
           


        

      

    

     

    ARTICLE
III

     


    REDEMPTION

     

    SECTION
3.01   Notices to Trustee.

     

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

     

    SECTION
3.02   Selection of Securities to Be Redeemed.

     

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

     

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

     

    SECTION
3.03   Notice of Redemption.

     

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

     

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

     

    
      	
               
      

            	
              a.

            	
              the
      Redemption Date;

            


    

     

    
      	
               
      

            	
              b.

            	
              the
      method being used to determine the Redemption
  Price;

            


    

     

    
      	
               
      

            	
              c.

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

            


    

     

    
      	
               
      

            	
              d.

            	
              the
      name and address of the Paying
Agent;

            


    

     

    
      	
               
      

            	
              e.

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

            


    

     

    
      	
               
      

            	
              f.

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

            


    


    
      
         


      

      
        17

        
          

        

      

      
         


        
           


        

      

    

     

    
      	
               
      

            	
              g.

            	
              if
      applicable, the current conversion or exchange price;
  and

            


    

     

    
      	
               
      

            	
              h.

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

            


    

     

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

     

    SECTION
3.04   Effect of Notice of Redemption.

     

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

     

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

     

    SECTION
3.05   Deposit of Redemption Price.

     

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

     

    SECTION
3.06   Securities Redeemed in Part.

     

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

     

    SECTION
3.07   Holder's Right to Require Redemption.

     

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

     

    SECTION
3.08   Procedure for Requiring Redemption.

     

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


    
      
         


      

      
        18

        
          

        

      

      
         


        
           


        

      

    

     

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

     

    ARTICLE
IV

     

    COVENANTS

     

    SECTION
4.01   Payment of Securities.

     

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

     

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

     

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

     

    SECTION
4.02   Maintenance of Office or Agency.

     

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

     

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

     

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

     

    SECTION
4.03   Reports.

     

    The
Company shall deliver to the Trustee within fifteen (15) days after it
files them with the SEC copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act
and posting of such reports on the Company’s web site shall be deemed delivery
to the Trustee; provided,
however, the Company shall not be required to deliver to the Trustee any
materials for which the Company has sought and received confidential treatment
by the SEC. The Company shall also comply with the other provisions of Section
314(a) of the TIA.


    
      
         


      

      
        19

        
          

        

      

      
         


        
           


        

      

    

     

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

     

    SECTION
4.04   Compliance Certificate.

     

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

     

    SECTION
4.05   Taxes.

     

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

     

    SECTION
4.06   Corporate Existence.

     

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

     

    ARTICLE
V

     


    MERGER,
ETC.

     


    SECTION
5.01   When Company May Merge, etc.

     

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

     

    
      	
               
      

            	
              a.

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

            


    

     

    
      	
               
      

            	
              b.

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

            


    


    
      
         


      

      
        20

        
          

        

      

      
         


        
           


        

      

    

     

    
      	
               
      

            	
              c.

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

            


    

     

    
      	
               
      

            	
              d.

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

            


    

     

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

     

    SECTION
5.02   Successor Corporation Substituted.

     

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

     

    ARTICLE
VI

     


    DEFAULTS
AND REMEDIES

     

    SECTION
6.01   Events of Default.

     

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

     

    
      	
               
      

            	
              a.

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

            


    

     

    
      	
               
      

            	
              b.

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

            


    

     

    
      	
               
      

            	
              c.

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

            


    

     

    
      	
               
      

            	
              d.

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

            


    

     

    
      	
               
      

            	
                i.

            	
              commences
      a voluntary case or proceeding;

            


    

     

    
      	
               
      

            	
               ii.

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

            


    


    
      
         


      

      
        21

        
          

        

      

      
         


        
           


        

      

    

     

    
      	
               
      

            	
              iii.

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

            


    

     

    
      	
               
      

            	
              iv.

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

            


    

     

    
      	
               
      

            	
              e.

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

            


    

     

    
      	
               
      

            	
                i.

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

            


    

     

    
      	
               
      

            	
               ii.

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

            


    

     

    
      	
               
      

            	
              iii.

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

            


    

     

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

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

     

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

     

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

     

    SECTION
6.02   Acceleration.

     

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

     

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

     

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

     

    SECTION
6.03   Other Remedies.

     

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


    
      
         


      

      
        22

        
          

        

      

      
         


        
           


        

      

    

     

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

     

    SECTION
6.04   Waiver of Past Defaults.

     

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

     

    SECTION
6.05   Control by Majority.

     

    The
Holders of at least a majority in aggregate principal amount of any outstanding
series of Securities may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it. However, the Trustee may refuse to follow any direction
that (i) conflicts with law or this Indenture, (ii) the Trustee
determines may be unduly prejudicial to the rights of other Holders of
Securities of such series or (iii) may involve the Trustee in personal
liability. The Trustee may take any other action that it deems proper which is
not inconsistent with any such direction.

     

    SECTION
6.06   Limitation on Suits.

     

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

     

    
      	
               
      

            	
              a.

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

            


    

     

    
      	
               
      

            	
              b.

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

            


    

     

    
      	
               
      

            	
              c.

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

            


    

     

    
      	
               
      

            	
              d.

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

            


    

     

    
      	
               
      

            	
              e.

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

            


    

     

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


    
      
         


      

      
        23

        
          

        

      

      
         


        
           


        

      

    


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

     

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

     

    SECTION
6.08   Collection Suit by Trustee.

     

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

     

    SECTION
6.09   Trustee May File Proofs of Claim.

     

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

     

    SECTION
6.10   Priorities.

     

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

     

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

     

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

     

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

     

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

     

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


    
      
         


      

      
        24

        
          

        

      

      
         


        
           


        

      

    


    SECTION
6.11   Undertaking for Costs.

     

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

     

    SECTION
6.12   Stay, Extension and Usury Laws.

     

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

     

    SECTION
6.13   Restoration of Positions.

     

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

     

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

     

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

     

    ARTICLE
VII

     


    TRUSTEE

     

    SECTION
7.01   Duties of Trustee.

     

    
      	
               
      

            	
              a.

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

            


    

     

    
      	
               
      

            	
              b.

            	
              Except
      during the continuance of an Event of
Default:

            


    

     

    
      	
               
      

            	
               i.

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

            


    


    
      
         


      

      
        25

        
          

        

      

      
         


        
           


        

      

    

     

    
      	
               
      

            	
              ii.

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

            


    

     

    
      	
               
      

            	
              c.

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

            


    

     

    
      	
               
      

            	
                i.

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

            


    

     

    
      	
               
      

            	
               ii.

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

            


    

     

    
      	
               
      

            	
              iii.

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

            


    

     

    
      	
               
      

            	
              d.

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

            


    

     

    
      	
               
      

            	
              e.

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

            


    

     

    
      	
               
      

            	
              f.

            	
              The
      Trustee shall not be bound to make any investigation into the facts or
      matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, direction, consent, order, bond,
      debenture, note, other evidence of indebtedness or other paper or
      document, but the Trustee, in its discretion, may make such further
      inquiry or investigation into such facts or matters as it may see fit,
      and, if the Trustee shall determine to make such further inquiry or
      investigation, it shall be entitled to examine the books, records and
      premises of the Company, personally or by agent or attorney at the sole
      cost of the Company and shall incur no liability or additional liability
      of any kind by reason of such inquiry or
  investigation.

            


    

     

    
      	
               
      

            	
              g.

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

            


    

     

    SECTION
7.02   Rights of Trustee.

     

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

     

    
      	
               
      

            	
              a.

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

            


    


    
      
         


      

      
        26

        
          

        

      

      
         


        
           


        

      

    

     

    
      	
               
      

            	
              b.

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

            


    

     

    
      	
               
      

            	
              c.

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

            


    

     

    
      	
               
      

            	
              d.

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

            


    

     

    
      	
               
      

            	
              e.

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

            


    

     

    
      	
               
      

            	
              f.

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

            


    

     

    
      	
               
      

            	
              g.

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

            


    

     

    
      	
               
      

            	
              h.

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

            


    

     

    
      	
               
      

            	
              i.

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

            


    

     

    
      	
               
      

            	
              j.

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

            


    

     

    SECTION
7.03   Individual Rights of Trustee.

     

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

     

    SECTION
7.04   Money Held in Trust.

     

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


    
      
         


      

      
        27

        
          

        

      

      
         


      

    

    SECTION
7.05   Trustee’s Disclaimer.

     

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

     

    SECTION
7.06   Notice of Defaults.

     

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

     

    SECTION
7.07   Reports by Trustee to Holders.

     

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

     

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

     

    SECTION
7.08   Compensation and Indemnity.

     

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

     

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

     

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

     

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

     

    
      
         


      

      
        28

        
          

        

      

      
         


      

    


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

     

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

     

    SECTION
7.09   Replacement of Trustee.

     

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

     

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

     

    
      	
               
      

            	
              a.

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

            


    

     

    
      	
               
      

            	
              b.

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

            


    

     

    
      	
               
      

            	
              c.

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

            


    

     

    
      	
               
      

            	
              d.

            	
              the
      Trustee becomes incapable of
acting.

            


    

     

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

     

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

     

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

     

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

     

    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    SECTION
7.10   Successor Trustee by Merger, Etc.

     

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

     

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

     

    SECTION
7.11   Eligibility; Disqualification.

     

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

     

    SECTION
7.12   Preferential Collection of Claims Against the
Company.

     

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

     

    ARTICLE
VIII

     

    DISCHARGE
OF INDENTURE

     

    SECTION
8.01   Satisfaction and Discharge of Indenture.

     

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

     

    
      	
               
      

            	
              a.

            	
              either:

            


    

     

    
      	
               
      

            	
              i.

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

            


    

     

    
      	
               
      

            	
              ii.

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

            


    

     

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

     

    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              b.

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

            


    

     

    
      	
               
      

            	
              c.

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

            


    

     

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

     

    SECTION
8.02   Application of Trust Funds; Indemnification.

     

    
      	
               
      

            	
              a.

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

            


    

     

    
      	
               
      

            	
              b.

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

            


    

     

    
      	
               
      

            	
              c.

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

            


    

     

    SECTION
8.03   Legal Defeasance.

     

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

     

    
      	
               
      

            	
              a.

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

            


    

     

    
      	
               
      

            	
              b.

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

            


    

     

    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              c.

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

            


    

     

    provided that the following
conditions shall have been satisfied:

     

    
      	
               
      

            	
              i.

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

            


    

     

    
      	
               
      

            	
              ii.

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

            


    

     

    
      	
               
      

            	
              iii.

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

            


    

     

    
      	
               
      

            	
              iv.

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

            


    

     

    
      	
               
      

            	
              v.

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

            


    

     

    
      	
               
      

            	
              vi.

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

            


    

     

    
      	
               
      

            	
              vii.

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

            


    

     

    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    SECTION
8.04   Covenant Defeasance.

     

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

     

    
      	
               
      

            	
              a.

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

            


    

     

    
      	
               
      

            	
              b.

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

            


    

     

    
      	
               
      

            	
              c.

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

            


    

     

    
      	
               
      

            	
              d.

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

            


    

     

    
      	
               
      

            	
              e.

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

            


    

     

    
      	
               
      

            	
              f.

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

            


    

     

    
      	
               
      

            	
              g.

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

            


    

     

    SECTION
8.05   Repayment to Company.

     

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

     

    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    SECTION
8.06   Reinstatement.

     

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

     

    ARTICLE
IX

     

    AMENDMENTS,
SUPPLEMENTS AND WAIVERS

     

    SECTION
9.01   Without Consent of Holders.

     

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

     

    
      	
               
      

            	
              a.

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

            


    

     

    
      	
               
      

            	
              b.

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

            


    

     

    
      	
               
      

            	
              c.

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

            


    

     

    
      	
               
      

            	
              d.

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

            


    

     

    
      	
               
      

            	
              e.

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

            


    

     

    
      	
               
      

            	
              f.

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

            


    

     

    
      	
               
      

            	
              g.

            	
              secure
      the Securities of any series;

            


    

     

    
      	
               
      

            	
              h.

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

            


    

     

    
      	
               
      

            	
              i.

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

            


    

     

    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    Upon the
request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental Indenture, and
upon receipt by the Trustee of the documents described in Section 7.02
hereof, the Trustee shall join with the Company in the execution of any amended
or supplemental Indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee shall not be obligated to enter into such
amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

     

    SECTION
9.02   With Consent of Holders.

     

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

     

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

     

    
      	
               
      

            	
              a.

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

            


    

     

    
      	
               
      

            	
              b.

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

            


    

     

    
      	
               
      

            	
              c.

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

            


    

     

    
      	
               
      

            	
              d.

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

            


    

     

    
      	
               
      

            	
              e.

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

            


    

     

    
      	
               
      

            	
              f.

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

            


    

     

    
      	
               
      

            	
              g.

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

            


    

     

    
      	
               
      

            	
              h.

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

            


    

     

    
      	
               
      

            	
              i.

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

            


    

     

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

     

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

     

    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    SECTION
9.03   Compliance with Trust Indenture Act.

     

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

     

    SECTION
9.04   Revocation and Effect of Consents.

     

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

     

    SECTION
9.05   Notation on or Exchange of Securities.

     

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

     

    
      	
               
      

            	
              a.

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

            


    

     

    
      	
               
      

            	
              b.

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

            


    

     

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

     

    SECTION
9.06   Trustee to Sign Amendment, etc.

     

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

     

    ARTICLE
X

     

    CONVERSION
OR EXCHANGE OF SECURITIES

     

    SECTION
10.01  Provisions Relating to Conversion or Exchange of
Securities.

     

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

     

    
      
         


      

      
        36

        
          

        

      

      
         


      

    


    ARTICLE
XI

     

    SINKING
OR PURCHASE FUNDS

     

    SECTION
11.01  Provisions Relating to Sinking or Purchase Funds.

     

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

     

    ARTICLE
XII

     

    SUBORDINATION

     

    SECTION
12.01  Securities Subordinated to Senior Indebtedness.

     

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

     

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

     

    
      	
               
      

            	
              a.

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

            


    

     

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

     

    
      
         


      

      
        37

        
          

        

      

      
         


      

    


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

     

    SECTION
12.03  Payments May Be Paid Prior to Dissolution.

     

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

     

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

     

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

     

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

     

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

     

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

     

    SECTION
12.06  Distribution or Notice to Representative.

     

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

     

    SECTION
12.07  Subrogation.

     

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

     

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

     

    
      
         


      

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

     

    SECTION
12.08  Obligations of Company Unconditional.

     

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

     

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

     

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

     

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

     

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

     

    
      
         


      

      
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    SECTION
12.10  Right of Trustee to Hold Senior Indebtedness.

     

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

     

    ARTICLE
XIII

     

    MISCELLANEOUS

     

    SECTION
13.01  Trust Indenture Act Controls.

     

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

     

    SECTION
13.02  Notices.

     

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

     

    If to the
Company:

    


    
      
        	 
      
	 
      
	 
      
	
                Attention: 

              	 
      


      

    

    


    with a
copy to:

    


    
      
        	 
      
	 
      
	 
      
	
                Attention:

              	 
      


      

    

    


    If to the
Trustee:

    


    
      
        	 
      
	 
      
	 
      
	
                Attention: 

              	 
      


      

    

    


     

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

     

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

     

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

     

    
      
         


      

      
        40

        
          

        

      

      
         


      

    


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

     

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

     

    SECTION
13.03  Communication by Holders with Other Holders.

     

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

     

    SECTION
13.04  Certificate and Opinion as to Conditions
Precedent.

     

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

     

    
      	
               
      

            	
              a.

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

            


    

     

    
      	
               
      

            	
              b.

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

            


    

     

    
      	
               
      

            	
              c.

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

            


    

     

    SECTION
13.05  Statements Required in Certificate or Opinion.

     

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

     

    
      	
               
      

            	
              a.

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

            


    

     

    
      	
               
      

            	
              b.

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

            


    

     

    
      	
               
      

            	
              c.

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

            


    

     

    
      	
               
      

            	
              d.

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

            


    

     

    SECTION
13.06  Rules by Trustee and Agents.

     

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

     

    
      
         


      

      
        41

        
          

        

      

      
         


      

    


    SECTION
13.07  Legal Holidays.

     

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

     

    SECTION
13.08  Duplicate Originals.

     

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

     

    SECTION
13.09  Governing Law.

     

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

     

    SECTION
13.10  No Adverse Interpretation of Other Agreements.

     

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

     

    SECTION
13.11  Successors.

     

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

     

    SECTION
13.12  Severability.

     

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

     

    SECTION
13.13  Counterpart Originals.

     

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

     

    SECTION
13.14  Submission to Jurisdiction.

     

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

     

    SECTION
13.15  Waiver of Jury Trial.

     

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

     

    
      
         


      

      
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    SECTION
13.16  Force Majeure.

     

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

     

    SECTION
13.17  Supplemental Indentures Contract..

     

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

     

    SECTION
13.18  Table of Contents, Headings, etc.

     

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

     

    SECTION
13.19  When Treasury Securities Disregarded.

     

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

     

    
      
         


      

      
        43

        
          

        

      

      
         


      

    


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

     

    
      
        	
                WINNER
      MEDICAL GROUP INC.

              
	 
      	 
      
	
                By:

              	 
      
	
                Name: 

              	 
      
	
                Title:

              	 
      
	 
      	 
      
	
                 By:

              	 
      
	
                Name:

              	 
      
	
                Title:

              	 
      


      

    


    
      
         


      

      
        44