Exhibit
4.7

     

    FORM
OF

     

    SENIOR
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

                	
                  1

                
	
                  SECTION
      1.02 Incorporation by Reference of Trust Indenture Act

                	
                  3

                
	
                  SECTION
      1.03 Rules of Construction

                	
                  3

                
	
                  ARTICLE
      II THE SECURITIES

                	 
      
	
                  SECTION
      2.01 Unlimited in Amount, Issuable in Series

                	
                  3

                
	
                  SECTION
      2.02 Form and Dating

                	
                  5

                
	
                  SECTION
      2.03 Execution and Authentication

                	
                  5

                
	
                  SECTION
      2.04 Registrar and Paying Agent

                	
                  6

                
	
                  SECTION
      2.05 Paying Agent to Hold Assets in Trust

                	
                  6

                
	
                  SECTION
      2.06 Holder Lists

                	
                  6

                
	
                  SECTION
      2.07 General Provisions Relating to Transfer and Exchange

                	
                  7

                
	
                  SECTION
      2.08 Book-Entry Provisions for Global Securities

                	
                  7

                
	
                  SECTION
      2.09 Replacement Securities

                	
                  8

                
	
                  SECTION
      2.10 Outstanding Securities

                	
                  8

                
	
                  SECTION
      2.11 Treasury Securities

                	
                  9

                
	
                  SECTION
      2.12 Temporary Securities

                	
                  9

                
	
                  SECTION
      2.13 Cancellation

                	
                  9

                
	
                  SECTION
      2.14 CUSIP Numbers

                	
                  9

                
	
                  SECTION
      2.15 Defaulted Interest

                	
                  9

                
	
                  SECTION
      2.16 Special Record Dates

                	
                  9

                
	
                  ARTICLE
      III REDEMPTION

                	 
      
	
                  SECTION
      3.01 Notices to Trustee

                	
                  10

                
	
                  SECTION
      3.02 Selection of Securities to Be Redeemed

                	
                  10

                
	
                  SECTION
      3.03 Notice of Redemption

                	
                  10

                
	
                  SECTION
      3.04 Effect of Notice of Redemption

                	
                  11

                
	
                  SECTION
      3.05 Deposit of Redemption Price

                	
                  11

                
	
                  SECTION
      3.06 Securities Redeemed in Part

                	
                  11

                
	
                  SECTION
      3.07 Holder's Right to Require Redemption

                	
                  11

                
	
                  SECTION
      3.08 Procedure for Requiring Redemption

                	
                  11

                
	
                  ARTICLE
      IV COVENANTS

                	 
      
	
                  SECTION
      4.01 Payment of Securities

                	
                  11

                
	
                  SECTION
      4.02 Maintenance of Office or Agency

                	
                  12

                
	
                  SECTION
      4.03 Reports

                	
                  12

                
	
                  SECTION
      4.04 Compliance Certificate

                	
                  12

                
	
                  SECTION
      4.05 Taxes

                	
                  12

                
	
                  SECTION
      4.06 Corporate Existence

                	
                  13

                
	
                  ARTICLE
      V MERGER, ETC.

                	 
      
	
                  SECTION
      5.01 When Company May Merge, etc.

                	
                  13

                
	
                  SECTION
      5.02 Successor Corporation Substituted

                	
                  13

                
	
                  ARTICLE
      VI DEFAULTS AND REMEDIES

                	 
      
	
                  SECTION
      6.01 Events of Default

                	
                  14

                
	
                  SECTION
      6.02 Acceleration

                	
                  14

                
	
                  SECTION
      6.03 Other Remedies

                	
                  15

                
	
                  SECTION
      6.04 Waiver of Past Defaults

                	
                  15

                
	
                  SECTION
      6.05 Control by Majority

                	
                  15

                
	
                  SECTION
      6.06 Limitation on Suits

                	
                  15

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

                	
                  15

                
	
                  SECTION
      6.08 Collection Suit by Trustee

                	
                  16

                
	
                  SECTION
      6.09 Trustee May File Proofs of Claim

                	
                  16

                
	
                  SECTION
      6.10 Priorities

                	
                  16

                
	
                  SECTION
      6.11 Undertaking for Costs

                	
                  16

                


        

      

    

     

    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                Page

              
	
                SECTION
      6.12 Stay, Extension and Usury Laws

              	
                17

              
	
                SECTION
      6.13 Restoration of Positions

              	
                17

              
	
                SECTION
      6.14 Liability of Stockholders, Officers, Directors and
      Incorporators

              	
                17

              
	
                ARTICLE
      VII TRUSTEE

              	 
      
	
                SECTION
      7.01 Duties of Trustee

              	
                17

              
	
                SECTION
      7.02 Rights of Trustee

              	
                18

              
	
                SECTION
      7.03 Individual Rights of Trustee

              	
                19

              
	
                SECTION
      7.04 Money Held in Trust

              	
                19

              
	
                SECTION
      7.05 Trustee’s Disclaimer

              	
                19

              
	
                SECTION
      7.06 Notice of Defaults

              	
                19

              
	
                SECTION
      7.07 Reports by Trustee to Holders

              	
                19

              
	
                SECTION
      7.08 Compensation and Indemnity

              	
                19

              
	
                SECTION
      7.09 Replacement of Trustee

              	
                20

              
	
                SECTION
      7.10 Successor Trustee by Merger, Etc.

              	
                20

              
	
                SECTION
      7.11 Eligibility; Disqualification

              	
                21

              
	
                SECTION
      7.12 Preferential Collection of Claims Against the Company

              	
                21

              
	
                ARTICLE
      VIII DISCHARGE OF INDENTURE

              	 
      
	
                SECTION
      8.01 Satisfaction and Discharge of Indenture

              	
                21

              
	
                SECTION
      8.02 Application of Trust Funds; Indemnification

              	
                21

              
	
                SECTION
      8.03 Legal Defeasance

              	
                22

              
	
                SECTION
      8.04 Covenant Defeasance

              	
                23

              
	
                SECTION
      8.05 Repayment to Company

              	
                23

              
	
                SECTION
      8.06 Reinstatement

              	
                24

              
	
                ARTICLE
      IX AMENDMENTS, SUPPLEMENTS AND WAIVERS

              	 
      
	
                SECTION
      9.01 Without Consent of Holders

              	
                24

              
	
                SECTION
      9.02 With Consent of Holders

              	
                25

              
	
                SECTION
      9.03 Compliance with Trust Indenture Act

              	
                25

              
	
                SECTION
      9.04 Revocation and Effect of Consents

              	
                25

              
	
                SECTION
      9.05 Notation on or Exchange of Securities

              	
                25

              
	
                SECTION
      9.06 Trustee to Sign Amendment, etc.

              	
                26

              
	
                ARTICLE
      X CONVERSION OR EXCHANGE OF SECURITIES

              	 
      
	
                SECTION
      10.01 Provisions Relating to Conversion or Exchange of
      Securities

              	
                26

              
	
                ARTICLE
      XI SINKING OR PURCHASE FUNDS

              	 
      
	
                SECTION
      11.01 Provisions Relating to Sinking or Purchase Funds

              	
                26

              
	
                ARTICLE
      XII MISCELLANEOUS

              	 
      
	
                SECTION
      12.01 Trust Indenture Act Controls

              	
                26

              
	
                SECTION
      12.02 Notices

              	
                26

              
	
                SECTION
      12.03 Communication by Holders with Other Holders

              	
                27

              
	
                SECTION
      12.04 Certificate and Opinion as to Conditions Precedent

              	
                27

              
	
                SECTION
      12.05 Statements Required in Certificate or Opinion

              	
                27

              
	
                SECTION
      12.06 Rules by Trustee and Agents

              	
                28

              
	
                SECTION
      12.07 Legal Holidays

              	
                28

              
	
                SECTION
      12.08 Duplicate Originals

              	
                28

              
	
                SECTION
      12.09 Governing Law

              	
                28

              
	
                SECTION
      12.10 No Adverse Interpretation of Other Agreements

              	
                28

              
	
                SECTION
      12.11 Successors

              	
                28

              
	
                SECTION
      12.12 Severability

              	
                28

              
	
                SECTION
      12.13 Counterpart Originals

              	
                28

              
	
                SECTION
      12.14 Submission to Jurisdiction

              	
                28

              
	
                SECTION
      12.15 Waiver of Jury Trial

              	
                28

              
	
                SECTION
      12.16 Force Majeure

              	
                28

              
	
                SECTION
      12.17 Supplemental Indentures Contract

              	
                29

              
	
                SECTION
      12.18 Table of Contents, Headings, etc

              	
                29

              
	
                SECTION
      12.19 When Treasury Securities Disregarded

              	
                29

              


      

    

     

    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

     

    CROSS-REFERENCE                                       
60;                
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)

                    	 	
                      12.03

                    
	 
      	
                      (c)

                    	 	
                      12.03

                    
	
                      313

                    	
                      (a)

                    	 	
                      7.07

                    
	 
      	
                      (b)(1)

                    	 	
                      n/a

                    
	 
      	
                      (b)(2)

                    	 	
                      7.07;
      7.08

                    
	 
      	
                      (c)

                    	 	
                      7.07;
      12.02

                    
	 
      	
                      (d)

                    	 	
                      7.07

                    
	
                      314

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

                    	 	
                      4.03;12.05

                    
	 
      	
                      (a)(4)

                    	 	
                      4.04

                    
	 
      	
                      (b)

                    	 	
                      n/a

                    
	 
      	
                      (c)(1)

                    	 	
                      12.04

                    
	 
      	
                      (c)(2)

                    	 	
                      12.04

                    
	 
      	
                      (c)(3)

                    	 	
                      n/a

                    
	 
      	
                      (d)

                    	 	
                      n/a

                    
	 
      	
                      (e)

                    	 	
                      12.05

                    
	 
      	
                      (f)

                    	 	
                      n/a

                    
	
                      315

                    	
                      (a)

                    	 	
                      7.01(b)

                    
	 
      	
                      (b)

                    	 	
                      7.06;
      12.02

                    
	 
      	
                      (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)

                    	 	
                      12.01

                    
	 
      	
                      (b)

                    	 	
                      n/a

                    
	 
      	
                      (c)

                    	 	
                      12.01

                    


            

          

        

      

    

     

    “n/a”
means not applicable.

     

    SENIOR 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”).


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

     

    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.

     

    “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.

     

    “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.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    “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.

     

    “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 12.07.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Register”
has the meaning specified in Section 2.04.

     

    “Registrar”
has the meaning specified in Section 2.04.

     

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

     

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

     

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

     

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

     

    “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

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (ii)

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

            


    

     

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

     

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

     

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

     

         SECTION
1.02 Incorporation by
Reference of Trust Indenture Act.

     

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

     

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

     

         “indenture
securities” means the Securities;

     

         “indenture
security holder” means a Holder;

     

         “indenture
to be qualified” means this Indenture;

     

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

     

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

     

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

     

         SECTION
1.03 Rules of
Construction.

     

         Unless
the context otherwise requires:

     

    
      	
               
      

            	
              (i)

            	
              a
      term has the meaning assigned to
it;

            


    

     

    
      	
               
      

            	
              (ii)

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

            


    

     

    
      	
               
      

            	
              (iii)

            	
              “or”
      is not exclusive;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              “including”
      means including without limitation;

            


    

     

    
      	
               
      

            	
              (v)

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

            


    

     

    
      	
               
      

            	
              (vi)

            	
              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;


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

         (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;

     

    
      
         


      

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      SECTION 2.02 Form and Dating.

       

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

       

      SECTION 2.03 Execution and
Authentication.

       

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

       

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

       

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


      
        
           


        

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

       

      SECTION 2.04 Registrar and Paying
Agent.

       

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

       

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

       

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

       

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

       

      SECTION 2.05 Paying Agent to Hold Assets in
Trust.

       

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

       

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

       

      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.


      
        
           


        

        
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      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.

       

      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.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      (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,

       

      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.


      
        
           


        

        
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      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.

       

      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.


      
        
           


        

        
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      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:

       

      (i) the Redemption Date;

       

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

       

      (iii) 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;

       

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

       

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

       

      (vi) 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;

       

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

       

      (viii) 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.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      

       

      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.

       

      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.


      
        
           


        

        
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      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.

       

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

       

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

       

      SECTION 4.04 Compliance
Certificate.

       

      The Company shall deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company,
an Officers’ Certificate, one of the signers of which is the chief executive
officer, vice chairman, the chief financial officer, executive vice president or
the chief accounting officer of the Company, stating that in the course of the
performance by the signers of their duties as officers of the Company, they
would normally have knowledge of any failure by the Company to comply with all
conditions, or Default by the Company with respect to any covenants, under this
Indenture, and further stating whether or not they have knowledge of any such
failure or Default and, if so, specifying each such failure or Default, the
nature and status thereof and what action the Company is taking or proposes to
take with respect thereto. For purposes of this Section, such compliance shall
be determined without regard to any period of grace or requirement of notice
provided for in this Indenture. The certificate need not comply with
Section 12.04 hereof.

       

      SECTION 4.05 Taxes.

       

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


      
        
           


        

        
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      SECTION
4.06 Corporate
Existence.

       

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

       

      ARTICLE V

       

      MERGER,
ETC.

       

      SECTION 5.01 When Company May Merge,
etc.

       

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

       

      (i) 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;

       

      (ii) 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;

       

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

       

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

       

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

       

      SECTION 5.02 Successor Corporation
Substituted.

       

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


      
        
           


        

        
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      ARTICLE
VI

       

      DEFAULTS
AND REMEDIES

       

      SECTION 6.01 Events of
Default.

       

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

       

      (i) 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;

       

      (ii) 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;

       

      (iii) 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;

       

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

       

      (a) commences a voluntary case or
proceeding;

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      and any
such order or decree under this clause (v) 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.

       

      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.


      
        
           


        

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

       

      SECTION 6.03 Other Remedies.

       

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

       

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

       

      SECTION 6.04 Waiver of Past
Defaults.

       

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

       

      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:

       

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

       

      (ii) 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;

       

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

       

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

       

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

       

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

       

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

       

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


      
        
           


        

        
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      SECTION 6.08 Collection Suit by
Trustee.

       

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

       

      SECTION 6.09 Trustee May File Proofs of
Claim.

       

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

       

      SECTION 6.10 Priorities.

       

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

       

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

       

       (Second) to Holders 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

       

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

       

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

       

      SECTION 6.11 Undertaking for
Costs.

       

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


      
        
           


        

        
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      SECTION 6.12 Stay, Extension and Usury
Laws.

       

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

       

      SECTION 6.13 Restoration of
Positions.

       

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

       

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

       

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

       

      ARTICLE
VII

       

      TRUSTEE

       

      SECTION 7.01 Duties of
Trustee.

       

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

       

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

       

      (1) 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

       

      (2) 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:

       

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

       

      (2) 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

       

      (3) 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.


      
        
           


        

        
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      (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.

       

      (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.


      
        
           


        

        
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      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.

       

      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.


      
        
           


        

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

       

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

       

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

       

      SECTION 7.09 Replacement of
Trustee.

       

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

       

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

       

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

       

      (ii) 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;

       

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

       

      (iv) 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.

       

      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.


      
        
           


        

        
          20

          
            

          

        

        
           


        

      

       

      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:

       

      (i) either:

       

      (a) 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

       

      (b) 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;

       

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

       

      (iii) 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.


      
        
           


        

        
          21

          
            

          

        

        
           


        

      

       

      (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.

       

      (a) 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:

       

      (i) 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;

       

      (ii) 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

       

      (iii) 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:

       

      (a) 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;

       

      (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 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;


      
        
           


        

        
          22

          
            

          

        

        
           


        

      

    

     

         (e)
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;

    


         (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 relating to the
defeasance contemplated by this Section 8.03 have been complied
with.

    


    SECTION
8.04 Covenant
Defeasance.

    


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

    


         (i)
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;

    


         (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 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;

    


         (v)
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;

    


         (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 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.


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

    


    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:

    


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

    


         (ii)
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;

    


    (iii)
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;

    


    (iv)
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;

    


    (v) 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;

    


    (vi) 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;

    


    (vii)
secure the Securities of any series;

    


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

    


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

    


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


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

    


        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:

    


    (i)
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;

    


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

    


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

    


    (iv)
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;

    


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

    


    (vi)
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;

    


    (vii)
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

    


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

    


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

    


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

    


    SECTION
9.03 Compliance with Trust
Indenture Act.

    


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

    


    SECTION
9.04 Revocation and Effect of
Consents.

    


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

    


    SECTION
9.05 Notation on or Exchange
of Securities.

    


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

    


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


    
      
         


      

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

    


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

    


    SECTION
9.06 Trustee to Sign
Amendment, etc.

    


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

    


    ARTICLE
X

    


    CONVERSION
OR EXCHANGE OF SECURITIES

    


    SECTION
10.01 Provisions Relating to
Conversion or Exchange of Securities.

    


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

    


    ARTICLE
XI

    


    SINKING
OR PURCHASE FUNDS

    


    SECTION
11.01 Provisions Relating to
Sinking or Purchase Funds.

    


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

    


    ARTICLE
XII

    


    MISCELLANEOUS

    


    SECTION
12.01 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
12.02 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:


    
      
         


      

      
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         If
to the Company:

    


         with
a copy to:

    


         If
to the Trustee:

    


    __________________

    __________________

    Attention:
_________

    


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

    


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

    


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

    


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

    


    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
12.03 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
12.04 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:

    


    (i) an
Officers’ Certificate (which shall include the statements set forth in Section
12.05 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;

    


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

    


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

    

    


         SECTION
12.05 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
statement that each individual signing such certificate or opinion has read such
covenant or condition;

    

    


    
      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;

    

    


    
      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

    


    
      
         


      

      
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      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
12.06 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.

    


         SECTION
12.07 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
12.08 Duplicate
Originals.

    


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

    


         SECTION
12.09 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
12.10 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
12.11 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
12.12 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
12.13 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
12.14 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
12.15 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.

    


    SECTION
12.16 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.


    
      
         


      

      
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    SECTION
12.17 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
12.18 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
12.19 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 12.19 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 12.19.


    
      
         


      

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

    


    
      
        
          
            
              
                
                  	 
      	
                          WINNER
      MEDICAL GROUP INC.

                        
	 
      	 
      	 
      
	 
      	
                          By: 
      

                        	 
      
	 
      	
                          Name: 
      

                        	 
      
	 
      	
                          Title: 
      

                        	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                          By: 
      

                        	 
      
	 
      	
                          Name: 
      

                        	 
      
	 
      	
                          Title: 
      

                        	 
      


                

              

            

          

        

      

    


    
      
         


      

      
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