ex4_4.htm


    
      

    

    Exhibit
      4.4 ----- Form of Senior Indenture.

    
 

    HYPERDYNAMICS
      CORPORATION

    


    Issuer

    


    AND

    


    [______________________]

    


    Trustee

    


    INDENTURE

    


    Dated
      as of____________ 200___

    


    Senior
      Debt Securities

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Table
      of Contents

     

     

    
      	
                

            	
              Page

            
	
              ARTICLE
                I DEFINITIONS  

            	
              1

            
	
              SECTION
                1.1 DEFINITIONS OF TERMS.  

            	
              1

            
	
              ARTICLE
                II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE
                OF
                SECURITIES  

            	
              5

            
	
              SECTION
                2.1 DESIGNATION AND TERMS OF SECURITIES.  

            	
              5

            
	
              SECTION
                2.2 FORM OF SECURITIES AND TRUSTEE’S CERTIFICATE.  

            	
              7

            
	
              SECTION
                2.3 DENOMINATIONS: PROVISIONS FOR PAYMENT.  

            	
              7

            
	
              SECTION
                2.4 EXECUTION AND AUTHENTICATIONS.  

            	
              9

            
	
              SECTION
                2.5 REGISTRATION OF TRANSFER AND EXCHANGE.  

            	
              10

            
	
              SECTION
                2.6 TEMPORARY SECURITIES.  

            	
              11

            
	
              SECTION
                2.7 MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES.  

            	
              11

            
	
              SECTION
                2.8 CANCELLATION.  

            	
              12

            
	
              SECTION
                2.9 BENEFITS OF INDENTURE.  

            	
              12

            
	
              SECTION
                2.10 AUTHENTICATING AGENT.  

            	
              12

            
	
              SECTION
                2.11 GLOBAL SECURITIES.  

            	
              13

            
	
              ARTICLE
                III REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS  

            	
              14

            
	
              SECTION
                3.1 REDEMPTION.  

            	
              14

            
	
              SECTION
                3.2 NOTICE OF REDEMPTION.  

            	
              14

            
	
              SECTION
                3.3 PAYMENT UPON REDEMPTION.  

            	
              15

            
	
              SECTION
                3.4 SINKING FUND.  

            	
              16

            
	
              SECTION
                3.5 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.  

            	
              16

            
	
              SECTION
                3.6 REDEMPTION OF SECURITIES FOR SINKING FUND.  

            	
              16

            
	
              ARTICLE
                IV COVENANTS  

            	
              17

            
	
              SECTION
                4.1 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.  

            	
              17

            
	
              SECTION
                4.2 MAINTENANCE OF OFFICE OR AGENCY.  

            	
              17

            
	
              SECTION
                4.3 PAYING AGENTS.  

            	
              18

            
	
              SECTION
                4.4 APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.  

            	
              19

            
	
              SECTION
                4.5 COMPLIANCE WITH CONSOLIDATION PROVISIONS.  

            	
              19

            
	
              ARTICLE
                V SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE
                TRUSTEE  

            	
              19

            


    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
                5.1 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
                SECURITYHOLDERS.  

            	
              19

            
	
              SECTION
                5.2 PRESERVATION OF INFORMATION; COMMUNICATIONS WITH
                SECURITYHOLDERS.  

            	
              19

            
	
              SECTION
                5.3 REPORTS BY THE COMPANY.  

            	
              20

            
	
              SECTION
                5.4 REPORTS BY THE TRUSTEE.  

            	
              20

            
	
              ARTICLE
                VI REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF
                DEFAULT  

            	
              20

            
	
              SECTION
                6.1 EVENTS OF DEFAULT.  

            	
              20

            
	
              SECTION
                6.2 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                TRUSTEE.  

            	
              22

            
	
              SECTION
                6.3 APPLICATION OF MONEYS COLLECTED.  

            	
              23

            
	
              SECTION
                6.4 LIMITATION ON SUITS.  

            	
              24

            
	
              SECTION
                6.5 RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT
                WAIVER.  

            	
              24

            
	
              SECTION
                6.6 CONTROL BY SECURITYHOLDERS.  

            	
              25

            
	
              SECTION
                6.7 UNDERTAKING TO PAY COSTS.  

            	
              25

            
	
              ARTICLE
                VII CONCERNING THE TRUSTEE  

            	
              26

            
	
              SECTION
                7.1 CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE.  

            	
              26

            
	
              SECTION
                7.2 CERTAIN RIGHTS OF TRUSTEE.  

            	
              27

            
	
              SECTION
                7.3 TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OR
                SECURITIES.  

            	
              28

            
	
              SECTION
                7.4 MAY HOLD SECURITIES.  

            	
              28

            
	
              SECTION
                7.5 MONEYS HELD IN TRUST.  

            	
              28

            
	
              SECTION
                7.6 COMPENSATION AND REIMBURSEMENT.  

            	
              29

            
	
              SECTION
                7.7 RELIANCE ON OFFICERS’ CERTIFICATE.  

            	
              29

            
	
              SECTION
                7.8 DISQUALIFICATION; CONFLICTING INTERESTS.  

            	
              29

            
	
              SECTION
                7.9 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.  

            	
              30

            
	
              SECTION
                7.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.  

            	
              30

            
	
              SECTION
                7.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.  

            	
              31

            
	
              SECTION
                7.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                BUSINESS.  

            	
              33

            
	
              SECTION
                7.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.  

            	
              33

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
                7.14 NOTICE OF DEFAULT.  

            	
              33

            
	
              ARTICLE
                VIII CONCERNING THE SECURITYHOLDERS  

            	
              33

            
	
              SECTION
                8.1 EVIDENCE OF ACTION BY SECURITYHOLDERS.  

            	
              33

            
	
              SECTION
                8.2 PROOF OF EXECUTION BY SECURITYHOLDERS.  

            	
              34

            
	
              SECTION
                8.3 WHO MAY BE DEEMED OWNERS.  

            	
              34

            
	
              SECTION
                8.4 CERTAIN SECURITIES OWNED BY COMPANY DISREGARDED.  

            	
              34

            
	
              SECTION
                8.5 ACTIONS BINDING ON FUTURE SECURITYHOLDERS.  

            	
              35

            
	
              ARTICLE
                IX SUPPLEMENTAL INDENTURES  

            	
              35

            
	
              SECTION
                9.1 SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF
                SECURITYHOLDERS.  

            	
              35

            
	
              SECTION
                9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.  

            	
              36

            
	
              SECTION
                9.3 EFFECT OF SUPPLEMENTAL INDENTURES.  

            	
              37

            
	
              SECTION
                9.4 SECURITIES AFFECTED BY SUPPLEMENTAL INDENTURES.  

            	
              37

            
	
              SECTION
                9.5 EXECUTION OF SUPPLEMENTAL INDENTURES.  

            	
              37

            
	
              ARTICLE
                X SUCCESSOR ENTITY  

            	
              38

            
	
              SECTION
                10.1 COMPANY MAY CONSOLIDATE, ETC.  

            	
              38

            
	
              SECTION
                10.2 SUCCESSOR ENTITY SUBSTITUTED.  

            	
              39

            
	
              SECTION
                10.3 EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE.  

            	
              39

            
	
              ARTICLE
                XI SATISFACTION AND DISCHARGE  

            	
              39

            
	
              SECTION
                11.1 SATISFACTION AND DISCHARGE OF INDENTURE.  

            	
              39

            
	
              SECTION
                11.2 DISCHARGE OF OBLIGATIONS.  

            	
              40

            
	
              SECTION
                11.3 DEPOSITED MONEYS TO BE HELD IN TRUST.  

            	
              40

            
	
              SECTION
                11.4 PAYMENT OF MONEYS HELD BY PAYING AGENTS.  

            	
              40

            
	
              SECTION
                11.5 REPAYMENT TO COMPANY.  

            	
              40

            
	
              ARTICLE
                XII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
                DIRECTORS  

            	
              41

            
	
              SECTION
                12.1 NO RECOURSE.  

            	
              41

            
	
              ARTICLE
                XIII MISCELLANEOUS PROVISIONS  

            	
              41

            
	
              SECTION
                13.1 EFFECT ON SUCCESSORS AND ASSIGNS.  

            	
              41

            
	
              SECTION
                13.2 ACTIONS BY SUCCESSOR.  

            	
              41

            
	
              SECTION
                13.3 SURRENDER OF COMPANY POWERS.  

            	
              42

            
	
              SECTION
                13.4 NOTICES.  

            	
              42

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
                13.5 GOVERNING LAW.  

            	
              42

            
	
              SECTION
                13.6 TREATMENT OF SECURITIES AS DEBT.  

            	
              42

            
	
              SECTION
                13.7 COMPLIANCE CERTIFICATES AND OPINIONS.  

            	
              42

            
	
              SECTION
                13.8 PAYMENTS ON BUSINESS DAYS.  

            	
              43

            
	
              SECTION
                13.9 CONFLICT WITH TRUST INDENTURE ACT.  

            	
              43

            
	
              SECTION
                13.10 COUNTERPARTS.  

            	
              43

            
	
              SECTION
                13.11 SEPARABILITY.  

            	
              43

            
	
              SECTION
                13.12 COMPLIANCE CERTIFICATES.  

            	
              43

            


    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    


    INDENTURE

    


    INDENTURE,
      dated as of _____ 200___, among Hyperdynamics Corporation, a Delaware
      corporation (the “Company”), and _____, as trustee (the “Trustee”):

    


    WHEREAS,
      for its lawful corporate purposes, the Company has duly authorized the execution
      and delivery of this Indenture to provide for the issuance of debt securities
      (hereinafter referred to as the “Securities”), in an unlimited aggregate
      principal amount to be issued from time to time in one or more series as in
      this
      Indenture provided, as registered Securities without coupons, to be
      authenticated by the certificate of the Trustee;

    


    WHEREAS,
      to provide the terms and conditions upon which the Securities are to be
      authenticated, issued and delivered, the Company has duly authorized the
      execution of this Indenture; and

    


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

    


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

    


    ARTICLE
      1

    DEFINITIONS

    


    SECTION
      1.1 DEFINITIONS OF TERMS.

    


    The
      terms
      defined in this Section (except as in this Indenture or any indenture
      supplemental hereto otherwise expressly provided or unless the context otherwise
      requires) for all purposes of this Indenture and of any indenture supplemental
      hereto shall have the respective meanings specified in this Section and shall
      include the plural as well as the singular. All other terms used in this
      Indenture that are defined in the Trust Indenture Act of 1939, as amended,
      or
      that are by reference in such Act defined in the Securities Act of 1933, as
      amended (except as herein or any indenture supplemental hereto otherwise
      expressly provided or unless the context otherwise requires), shall have the
      meanings assigned to such terms in said Trust Indenture Act and in said
      Securities Act as in force at the date of the execution of this
      instrument.

    


    “Authenticating
      Agent” means an authenticating agent with respect to all or any of the series of
      Securities appointed by the Trustee pursuant to Section 2.10.

    


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

    


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

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Board
      Resolution” means a copy of a resolution certified by the Secretary or an
      Assistant Secretary of the Company to have been duly adopted by the Board of
      Directors and to be in full force and effect on the date of such
      certification.

    


    “Business
      Day” means, with respect to any series of Securities, any day other than a day
      on which federal or state banking institutions in the Borough of Manhattan,
      the
      City of New York, are authorized or obligated by law, executive order or
      regulation to close.

    


    “Certificate”
      means a certificate signed by the chairman of the Board of Directors, any
      principal executive officer, any chief executive officer, any president, any
      senior vice president, any vice president, any principal financial officer
      or
      any principal accounting officer, any treasurer or any assistant treasurer,
      any
      controller or any assistant controller, any secretary or any assistant secretary
      of the Company. The Certificate need not comply with the provisions of
      Section 13.7.

    


    “Company”
      means Hyperdynamics Corporation, a corporation duly
      organized and existing under the laws of the State of Delaware, and, subject
      to
      the provisions of Article Ten of this Agreement, shall also include its
      successors and assigns.

    


    “Corporate
      Trust Office” means the office of the Trustee at which, at any particular time,
      its corporate trust business shall be principally administered, which office
      at
      the date hereof is located at   
      ,   ;
      Attention:       , except
      that whenever a provision herein refers to an office or agency of the Trustee
      in
      the borough of ___________in the city of ___________, state of ___________
      such office is located, at the date hereof, at__________,
      Attn:_________].

    


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

    


    “Default”
      means any event, act or condition that with notice or lapse of time, or both,
      would constitute an Event of Default.

    


    “Depositary”
      means, with respect to Securities of any series for which the Company shall
      determine that such Securities will be issued as a Global Security, The
      Depository Trust Company, New York, New York, another clearing agency, or any
      successor registered as a clearing agency under the Securities and Exchange
      Act
      of 1934, as amended (the “Exchange Act”), or other applicable statute or
      regulation, which, in each case, shall be designated by the Company pursuant
      to
      either Section 2.1 or 2.11.

    


    “Event
      of
      Default” means, with respect to Securities of a particular series, any event
      specified in Section 6.1, continued for the period of time, if any, therein
      designated.

    


    “Global
      Security” means, with respect to any series of Securities, a Security executed
      by the Company and delivered by the Trustee to the Depositary or pursuant to
      the
      Depositary’s instruction, all in accordance with the Indenture, which shall be
      registered in the name of the Depositary or its nominee.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Governmental
      Obligations” means securities that are (a) direct obligations of the United
      States of America for the payment of which its full faith and credit is pledged
      or (b) 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 that, in either case, are not callable or redeemable
      at
      the option of the issuer thereof, and shall also include a depositary receipt
      issued by a bank (as defined in Section 3(a)(2) of the Securities Act of
      1933, as amended) as custodian with respect to any such Governmental Obligation
      or a specific payment of principal of or interest on any such Governmental
      Obligation held by such custodian for the account of the holder of such
      depositary receipt; provided, however, that (except as required by law) such
      custodian is not authorized to make any deduction from the amount payable to
      the
      holder of such depositary receipt from any amount received by the custodian
      in
      respect of the Governmental Obligation or the specific payment of principal
      of
      or interest on the Governmental Obligation evidenced by such depositary
      receipt.

    


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

    


    “Indenture”
      means this instrument as originally executed or as it may from time to time
      be
      supplemented or amended by one or more indentures supplemental hereto entered
      into in accordance with the terms hereof.

    


    “Interest
      Payment Date,” when used with respect to any installment of interest on a
      Security of a particular series, means the date specified in such Security
      or in
      a Board Resolution or in an indenture supplemental hereto with respect to such
      series as the fixed date on which an installment of interest with respect to
      Securities of that series is due and payable.

    


    “Officers’
      Certificate” means a certificate signed by a chief executive officer, a
      president, a senior vice president or a vice president and by the chief
      financial officer or the treasurer or an assistant treasurer or the controller
      or an assistant controller or the secretary or an assistant secretary of the
      Company that is delivered to the Trustee in accordance with the terms hereof.
      Each such certificate shall include the statements provided for in
      Section 13.7, if and to the extent required by the provisions
      thereof.

    


    “Opinion
      of Counsel” means an opinion in writing subject to customary exceptions of legal
      counsel, who may be an employee of or counsel for the Company, that is delivered
      to the Trustee in accordance with the terms hereof. Each such opinion shall
      include the statements provided for in Section 13.7, if and to the extent
      required by the provisions thereof.

    


    “Outstanding,”
      when used with reference to Securities of any series, means, subject to the
      provisions of Section 8.4, as of any particular time, all Securities of
      that series theretofore authenticated and delivered by the Trustee under this
      Indenture, except (a) Securities theretofore canceled by the Trustee or any
      paying agent, or delivered to the Trustee or any paying agent for cancellation
      or that have previously been canceled; (b) Securities or portions thereof
      for the payment or redemption of which moneys or Governmental Obligations in
      the
      necessary amount shall have been deposited in trust with the Trustee or with
      any
      paying agent (other than the Company) or shall have been set aside and
      segregated in trust by the Company (if the Company shall
      act
      as its own paying agent); provided, however, that if such Securities or portions
      of such Securities are to be redeemed prior to the maturity thereof, notice
      of
      such redemption shall have been given as in Article Three provided, or provision
      satisfactory to the Trustee shall have been made for giving such notice; and
      (c) Securities in lieu of or in substitution for which other Securities
      shall have been authenticated and delivered pursuant to the terms of
      Section 2.7.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

    


    “Predecessor
      Security” of any particular Security means every previous Security evidencing
      all or a portion of the same debt as that evidenced by such particular Security;
      and, for the purposes of this definition, any Security authenticated and
      delivered under Section 2.7 in lieu of a lost, destroyed or stolen Security
      shall be deemed to evidence the same debt as the lost, destroyed or stolen
      Security.

    


    “Responsible
      Officer” when used with respect to the Trustee means any officer in the
      Corporate Trust Office of the Trustee, or to whom any corporate trust matter
      is
      referred because of his or her knowledge of and familiarity with the particular
      subject.

    


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

    


    “Securityholder,”
      “holder of Securities,” “registered holder,” or other similar term, means the
      Person or Persons in whose name or names a particular Security shall be
      registered on the books of the Company kept for that purpose in accordance
      with
      the terms of this Indenture.

    


    “Subsidiary”
      means, with respect to any Person, (i) any corporation at least a majority
      of whose outstanding Voting Stock shall at the time be owned, directly or
      indirectly, by such Person or by one or more of its Subsidiaries or by such
      Person and one or more of its Subsidiaries, (ii) any general partnership,
      joint venture or similar entity, at least a majority of whose outstanding
      partnership or similar interests shall at the time be owned by such Person,
      or
      by one or more of its Subsidiaries, or by such Person and one or more of its
      Subsidiaries and (iii) any limited partnership of which such Person or any
      of its Subsidiaries is a general partner.

    


    “Trustee”
      means                                        ,
      and, subject to the provisions of Article Seven, shall also include its
      successors and assigns, and, if at any time there is more than one Person acting
      in such capacity hereunder, “Trustee” shall mean each such Person. The term
“Trustee” as used with respect to a particular series of the Securities shall
      mean the trustee with respect to that series.

    


    “Trust
      Indenture Act” means the Trust Indenture Act of 1939, as amended.

    


    “Voting
      Stock,” as applied to stock of any Person, means shares, interests,
      participations or other equivalents in the equity interest (however designated)
      in such Person having ordinary voting power for the election of a majority
      of
      the directors (or the equivalent) of such Person, other than shares, interests,
      participations or other equivalents having such power only by reason of the
      occurrence of a contingency.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      2

    ISSUE,
      DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF
      SECURITIES

    


    SECTION
      2.1 DESIGNATION AND TERMS OF SECURITIES.

    


    (a)
      The
      aggregate principal amount of Securities that may be authenticated and delivered
      under this Indenture is unlimited. The Securities may be issued in one or more
      series up to the aggregate principal amount of Securities of that series from
      time to time authorized by or pursuant to a Board Resolution or pursuant to
      one
      or more indentures supplemental hereto. Prior to the initial issuance of
      Securities of any series, there shall be established in or pursuant to a Board
      Resolution, and set forth in an Officers’ Certificate, or established in one or
      more indentures supplemental hereto:

    


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

    


    (2)
      any
      limit upon the aggregate principal amount of the Securities of that series
      that
      may be authenticated and delivered under this Indenture (except for Securities
      authenticated and delivered upon registration of transfer of, or in exchange
      for, or in lieu of, other Securities of that series);

    


    (3)
      the
      date or dates on which the principal of the Securities of the series is payable,
      any original issue discount that may apply to the Securities of that series
      upon
      their issuance, the principal amount due at maturity, and the place(s) of
      payment;

    


    (4)
      the
      rate or rates at which the Securities of the series shall bear interest or
      the
      manner of calculation of such rate or rates, if any;

    


    (5)
      the
      date or dates from which such interest shall accrue, the Interest Payment Dates
      on which such interest will be payable or the manner of determination of such
      Interest Payment Dates, the place(s) of payment, and the record date for the
      determination of holders to whom interest is payable on any such Interest
      Payment Dates or the manner of determination of such record dates;

    


    (6)
      the
      right, if any, to extend the interest payment periods and the duration of such
      extension;

    


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

    


    (8)
      the
      obligation, if any, of the Company to redeem or purchase Securities of the
      series pursuant to any sinking fund, mandatory redemption, or analogous
      provisions (including payments made in cash in satisfaction of future sinking
      fund obligations) or at the option of a holder thereof and the period or periods
      within which, the price or prices at which, and the terms and conditions upon
      which, Securities of the series shall be redeemed or purchased, in whole or
      in
      part, pursuant to such obligation;

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
       

    

    (9)
      the
      form of the Securities of the series including the form of the Certificate
      of
      Authentication for such series;

    


    (10)
      if
      other than denominations of one thousand U.S. dollars ($1,000) or any integral
      multiple thereof, the denominations in which the Securities of the series shall
      be issuable;

    


    (11)
      any
      and all other terms (including terms, to the extent applicable, relating to
      any
      auction or remarketing of the Securities of that series and any security for
      the
      obligations of the Company with respect to such Securities) with respect to
      such
      series (which terms shall not be inconsistent with the terms of this Indenture,
      as amended by any supplemental indenture) including any terms which may be
      required by or advisable under United States laws or regulations or advisable
      in
      connection with the marketing of Securities of that series;

    


    (12)
      whether the Securities are issuable as a Global Security and, in such case,
      the
      terms and the identity of the Depositary for such series;

    


    (13)
      whether the Securities will be convertible into or exchangeable for shares
      of
      common stock or other securities of the Company or any other Person and, if
      so,
      the terms and conditions upon which such Securities will be so convertible
      or
      exchangeable, including the conversion or exchange price, as applicable, or
      how
      it will be calculated and may be adjusted, any mandatory or optional (at the
      Company’s option or the holders’ option) conversion or exchange features, and
      the applicable conversion or exchange period;

    


    (14)
      if
      other than the principal amount thereof, the portion of the principal amount
      of
      Securities of the series which shall be payable upon declaration of acceleration
      of the maturity thereof pursuant to Section 6.1;

    


    (15)
      any
      additional or different Events of Default or restrictive covenants (which may
      include, among other restrictions, restrictions on the Company’s ability or the
      ability of the Company’s Subsidiaries to: incur additional indebtedness; issue
      additional securities; create liens; pay dividends or make distributions in
      respect of their capital stock; redeem capital stock; place restrictions on
      such
      Subsidiaries placing restrictions on their ability to pay dividends, make
      distributions or transfer assets; make investments or other restricted payments;
      sell or otherwise dispose of assets; enter into sale-leaseback transactions;
      engage in transactions with shareholders and affiliates; issue or sell stock
      of
      their Subsidiaries; or effect a consolidation or merger) or financial covenants
      (which may include, among other financial covenants, financial covenants that
      require the Company and its Subsidiaries to maintain specified interest
      coverage, fixed charge, cash flow-based or asset-based ratios) provided for
      with
      respect to the Securities of the series;

    


    (16)
      if
      other than dollars, the coin or currency in which the Securities of the series
      are denominated (including, but not limited to, foreign currency);

    


    (17)
      the
      terms and conditions, if any, upon which the Company shall pay amounts in
      addition to the stated interest, premium, if any and principal amounts of the
      Securities of the series to any Securityholder that is not a “United States
      person” for federal tax purposes; and

     

    
      
        
        

      

      
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    (18)
      any
      restrictions on transfer, sale or assignment of the Securities of the
      series.

    


    All
      Securities of any one series shall be substantially identical except as to
      denomination and except as may otherwise be provided in or pursuant to any
      such
      Board Resolution or in any indentures supplemental hereto.

    


    If
      any of
      the terms of the series are established by action taken pursuant to a Board
      Resolution of the Company, a copy of an appropriate record of such action shall
      be certified by the secretary or an assistant secretary of the Company and
      delivered to the Trustee at or prior to the delivery of the Officers’
Certificate of the Company setting forth the terms of the series.

    


    Securities
      of any particular series may be issued at various times, with different dates
      on
      which the principal or any installment of principal is payable, with different
      rates of interest, if any, or different methods by which rates of interest
      may
      be determined, with different dates on which such interest may be payable and
      with different redemption dates.

    


    SECTION
      2.2 FORM OF SECURITIES AND TRUSTEE’S CERTIFICATE.

    


    The
      Securities of any series and the Trustee’s certificate of authentication to be
      borne by such Securities shall be substantially of the tenor and purport as
      set
      forth in one or more indentures supplemental hereto or as provided in a Board
      Resolution, and set forth in an Officers’ Certificate, and they may have such
      letters, numbers or other marks of identification or designation and such
      legends or endorsements printed, lithographed or engraved thereon as the Company
      may deem appropriate and as are not inconsistent with the provisions of this
      Indenture, or as may be required to comply with any law or with any rule or
      regulation made pursuant thereto or with any rule or regulation of any
      securities exchange on which Securities of that series may be listed, or to
      conform to usage.

    


    SECTION
      2.3 DENOMINATIONS: PROVISIONS FOR PAYMENT.

    


    The
      Securities shall be issuable as registered Securities and in the denominations
      of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject
      to Section 2.1(10). The Securities of a particular series shall bear
      interest payable on the dates and at the rate specified with respect to that
      series. The principal of and the interest on the Securities of any series,
      as
      well as any premium thereon in case of redemption thereof prior to maturity,
      shall be payable in the coin or currency of the United States of America that
      at
      the time is legal tender for public and private debt, at the office or agency
      of
      the Company maintained for that purpose in the borough of _______________ in
      the
      city of ________________ state of _____________ .  Each Security shall
      be dated the date of its authentication. Interest on the Securities shall be
      computed on the basis of a 360-day year composed of twelve 30-day
      months.

    


    The
      interest installment on any Security that is payable, and is punctually paid
      or
      duly provided for, on any Interest Payment Date for Securities of that series
      shall be paid to the Person in whose name said Security (or one or more
      Predecessor Securities) is registered at the close of business on the regular
      record date for such interest installment.

     

    
      
        
        

      

      
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    In
      the
      event that any Security of a particular series or portion thereof is called
      for
      redemption and the redemption date is subsequent to a regular record date with
      respect to any Interest Payment Date and prior to such Interest Payment Date,
      interest on such Security will be paid upon presentation and surrender of such
      Security as provided in Section 3.3.

    


    Any
      interest on any Security that is payable, but is not punctually paid or duly
      provided for, on any Interest Payment Date for Securities of the same series
      (herein called “Defaulted Interest”) shall forthwith cease to be payable to the
      registered holder on the relevant regular record date by virtue of having been
      such holder; and such Defaulted Interest shall be paid by the Company, at its
      election, as provided in clause (1) or clause (2) below:

    


    (1)
      The
      Company may make payment of any Defaulted Interest on Securities to the Persons
      in whose names such Securities (or their respective Predecessor Securities)
      are
      registered at the close of business on a special record date for the payment
      of
      such Defaulted Interest, which shall be fixed in the following manner: the
      Company shall notify the Trustee in writing of the amount of Defaulted Interest
      proposed to be paid on each such Security and the date of the proposed payment,
      and at the same time the Company shall deposit with the Trustee an amount of
      money equal to the aggregate amount proposed to be paid in respect of such
      Defaulted Interest or shall make arrangements satisfactory to the Trustee for
      such deposit prior to the date of the proposed payment, such money when
      deposited to be held in trust for the benefit of the Persons entitled to such
      Defaulted Interest as in this clause provided. Thereupon the Trustee shall
      fix a
      special record date for the payment of such Defaulted Interest which shall
      not
      be more than 15 nor less than 10 days prior to the date of the proposed payment
      and not less than 10 days after the receipt by the Trustee of the notice of
      the
      proposed payment. The Trustee shall promptly notify the Company of such special
      record date and, in the name and at the expense of the Company, shall cause
      notice of the proposed payment of such Defaulted Interest and the special record
      date therefor to be mailed, first class postage prepaid, to each Securityholder
      at his or her address as it appears in the Security Register (as hereinafter
      defined), not less than 10 days prior to such special record date. Notice of
      the
      proposed payment of such Defaulted Interest and the special record date therefor
      having been mailed as aforesaid, such Defaulted Interest shall be paid to the
      Persons in whose names such Securities (or their respective Predecessor
      Securities) are registered on such special record date.

    


    (2)
      The
      Company may make payment of any Defaulted Interest on any Securities in any
      other lawful manner not inconsistent with the requirements of any securities
      exchange on which such Securities may be listed, and upon such notice as may
      be
      required by such exchange, if, after notice given by the Company to the Trustee
      of the proposed payment pursuant to this clause, such manner of payment shall
      be
      deemed practicable by the Trustee.

    


    Unless
      otherwise set forth in a Board Resolution or one or more indentures supplemental
      hereto establishing the terms of any series of Securities pursuant to
      Section 2.1 hereof, the term “regular record date” as used in this Section
      with respect to a series of Securities and any Interest Payment Date for such
      series shall mean either the fifteenth day of the month immediately preceding
      the month in which an Interest Payment Date established for such series pursuant
      to Section 2.1 hereof shall occur, if such Interest Payment Date is the
      first day of a month, or the last day of the month immediately preceding the
      month in which an Interest Payment Date established for such series pursuant
      to
      Section 2.1 hereof shall occur, if such Interest Payment Date is the
      fifteenth day of a month, whether or not such date is a Business
      Day.

     

    
      
        
        

      

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

    


    SECTION
      2.4 EXECUTION AND AUTHENTICATIONS.

    


    The
      Securities shall be signed on behalf of the Company by its chief executive
      officer, or one of its presidents, or one of its senior vice presidents, or
      one
      of its vice presidents, or its chief financial officer, or its chief legal
      officer, or its treasurer, or one of its assistant treasurers, or its controller
      or one of its assistant controllers, or its secretary, or one of its assistant
      secretaries, under its corporate seal attested by its secretary or one of its
      assistant secretaries. Signatures may be in the form of a manual or facsimile
      signature.

    


    The
      Company may use the facsimile signature of any Person who shall have been a
      chief executive officer, president, senior vice president or vice president
      thereof, chief financial officer, chief legal officer, treasurer or assistant
      treasurer, controller or assistant controller, secretary or assistant secretary
      thereof, notwithstanding the fact that at the time the Securities shall be
      authenticated and delivered or disposed of such Person shall have ceased to
      be
      such an officer of the Company. The seal of the Company may be in the form
      of a
      facsimile of such seal and may be impressed, affixed, imprinted or otherwise
      reproduced on the Securities. The Securities may contain such notations,
      legends or endorsements required by law, stock exchange rule or usage. Each
      Security shall be dated the date of its authentication by the
      Trustee.

    


    A
      Security shall not be valid until authenticated manually by an authorized
      signatory of the Trustee, or by an Authenticating Agent. Such signature shall
      be
      conclusive evidence that the Security so authenticated has been duly
      authenticated and delivered hereunder and that the holder is entitled to the
      benefits of this Indenture. At any time and from time to time after the
      execution and delivery of this Indenture, the Company may deliver Securities
      of
      any series executed by the Company to the Trustee for authentication, together
      with a written order of the Company for the authentication and delivery of
      such Securities, signed by a chief executive officer, president, senior vice
      president or any vice president, chief financial officer, chief legal officer,
      treasurer or assistant treasurer, controller or assistant controller, and its
      secretary or any assistant secretary, and the Trustee in accordance with such
      written order shall authenticate and deliver such Securities.

    


    In
      authenticating such Securities and accepting the additional responsibilities
      under this Indenture in relation to such Securities, the Trustee shall be
      entitled to receive, and (subject to Section 7.1) shall be fully protected
      in relying upon, an Opinion of Counsel stating that the form and terms thereof
      have been established in conformity with the provisions of this
      Indenture.

     

    
      
        
        

      

      
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    The
      Trustee shall not be required to authenticate such Securities if the issue
      of
      such Securities pursuant to this Indenture will affect the Trustee’s own rights,
      duties or immunities under the Securities and this Indenture or otherwise in
      a
      manner that is not reasonably acceptable to the Trustee.

    


    SECTION
      2.5 REGISTRATION OF TRANSFER AND EXCHANGE.

    


    (a)
      Securities of any series may be exchanged upon presentation thereof at the
      office or agency of the Company designated for such purpose in the borough
      of
      _______________ in the city of _______________  state of
      ________________  , for other Securities of such series of authorized
      denominations, and for a like aggregate principal amount, upon payment of a
      sum
      sufficient to cover any tax or other governmental charge in relation thereto,
      all as provided in this Section. In respect of any Securities so surrendered
      for
      exchange, the Company shall execute, the Trustee shall authenticate and such
      office or agency shall deliver in exchange therefore the Security or Securities
      of the same series that the Securityholder making the exchange shall be entitled
      to receive, bearing numbers not contemporaneously outstanding.

    


    (b)
      The
      Company shall keep, or cause to be kept, at its office or agency designated
      for
      such purpose in the borough of _______________ in the city of
      ___________________, state of _______________ , or such other location
      designated by the Company, a register or registers (herein referred to as the
      “Security Register”) in which, subject to such reasonable regulations as it
      may prescribe, the Company shall register the Securities and the transfers
      of
      Securities as in this Article provided and which at all reasonable times shall
      be open for inspection by the Trustee. The registrar for the purpose of
      registering Securities and transfer of Securities as herein provided shall
      be
      appointed as authorized by Board Resolution (the “Security
      Registrar”).

    


    Upon
      surrender for transfer of any Security at the office or agency of the Company
      designated for such purpose, the Company shall execute, the Trustee shall
      authenticate and such office or agency shall deliver in the name of the
      transferee or transferees a new Security or Securities of the same series as
      the
      Security presented for a like aggregate principal amount.

    


    All
      Securities presented or surrendered for exchange or registration of transfer,
      as
      provided in this Section, shall be accompanied (if so required by the Company
      or
      the Security Registrar) by a written instrument or instruments of transfer,
      in
      form satisfactory to the Company or the Security Registrar, duly executed by
      the
      registered holder or by such holder’s duly authorized attorney in
      writing.

    


    (c)
      Except as provided pursuant to Section 2.1 pursuant to a Board Resolution,
      and set forth in an Officers’ Certificate, or established in one or more
      indentures supplemental to this Indenture, no service charge shall be made
      for
      any exchange or registration of transfer of Securities, or issue of new
      Securities in case of partial redemption of any series, but the Company may
      require payment of a sum sufficient to cover any tax or other governmental
      charge in relation thereto, other than exchanges pursuant to Section 2.6,
      Section 3.3(b) and Section 9.4 not involving any
      transfer.

     

    
      
        
        

      

      
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    (d)
      The
      Company shall not be required (i) to issue, exchange or register the
      transfer of any Securities during a period beginning at the opening of business
      15 days before the day of the mailing of a notice of redemption of less than
      all
      the Outstanding Securities of the same series and ending at the close of
      business on the day of such mailing, nor (ii) to register the transfer of
      or exchange any Securities of any series or portions thereof called for
      redemption, other than the unredeemed portion of any such Securities being
      redeemed in part. The provisions of this Section 2.5 are, with respect to
      any Global Security, subject to Section 2.11 hereof.

    


    SECTION
      2.6 TEMPORARY SECURITIES.

    


    Pending
      the preparation of definitive Securities of any series, the Company may execute,
      and the Trustee shall authenticate and deliver, temporary Securities (printed,
      lithographed or typewritten) of any authorized denomination. Such temporary
      Securities shall be substantially in the form of the definitive Securities
      in
      lieu of which they are issued, but with such omissions, insertions and
      variations as may be appropriate for temporary Securities, all as may be
      determined by the Company. Every temporary Security of any series shall be
      executed by the Company and be authenticated by the Trustee upon the same
      conditions and in substantially the same manner, and with like effect, as the
      definitive Securities of such series. Without unnecessary delay the Company
      will
      execute and will furnish definitive Securities of such series and thereupon
      any
      or all temporary Securities of such series may be surrendered in exchange
      therefor (without charge to the holders), at the office or agency of the Company
      designated for the purpose in the borough of _______________ in the city of
      ___________________, state of _______________, and the Trustee shall
      authenticate and such office or agency shall deliver in exchange for such
      temporary Securities an equal aggregate principal amount of definitive
      Securities of such series, unless the Company advises the Trustee to the effect
      that definitive Securities need not be executed and furnished until further
      notice from the Company. Until so exchanged, the temporary Securities of such
      series shall be entitled to the same benefits under this Indenture as definitive
      Securities of such series authenticated and delivered hereunder.

    


    SECTION
      2.7 MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES.

    


    In
      case
      any temporary or definitive Security shall become mutilated or be destroyed,
      lost or stolen, the Company (subject to the next succeeding sentence) shall
      execute, and upon the Company’s request the Trustee (subject as aforesaid) shall
      authenticate and deliver, a new Security of the same series, bearing a number
      not contemporaneously outstanding, in exchange and substitution for the
      mutilated Security, or in lieu of and in substitution for the Security so
      destroyed, lost or stolen. In every case the applicant for a substituted
      Security shall furnish to the Company and the Trustee such security or indemnity
      as may be required by them to save each of them harmless, and, in every case
      of
      destruction, loss or theft, the applicant shall also furnish to the Company
      and
      the Trustee evidence to their satisfaction of the destruction, loss or theft
      of
      the applicant’s Security and of the ownership thereof. The Trustee may
      authenticate any such substituted Security and deliver the same upon the written
      request or authorization of any officer of the Company. Upon the issuance of
      any
      substituted Security, the Company may require the payment of a sum sufficient
      to
      cover any tax or other governmental charge that may be imposed in relation
      thereto and any other expenses (including the fees and expenses of the Trustee)
      connected therewith.

     

    
      
        
        

      

      
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    In
      case
      any Security that has matured or is about to mature shall become mutilated
      or be
      destroyed, lost or stolen, the Company may, instead of issuing a substitute
      Security, pay or authorize the payment of the same (without surrender thereof
      except in the case of a mutilated Security) if the applicant for such
      payment shall furnish to the Company and the Trustee such security or indemnity
      as they may require to save them harmless, and, in case of destruction, loss
      or
      theft, evidence to the satisfaction of the Company and the Trustee of the
      destruction, loss or theft of such Security and of the ownership
      thereof.

    


    Every
      replacement Security issued pursuant to the provisions of this Section shall
      constitute an additional contractual obligation of the Company whether or not
      the mutilated, destroyed, lost or stolen Security shall be found at any time,
      or
      be enforceable by anyone, and shall be entitled to all the benefits of this
      Indenture equally and proportionately with any and all other Securities of
      the
      same series duly issued hereunder. All Securities shall be held and owned upon
      the express condition that the foregoing provisions are exclusive with respect
      to the replacement or payment of mutilated, destroyed, lost or stolen
      Securities, and shall preclude (to the extent lawful) any and all other
      rights or remedies, notwithstanding any law or statute existing or hereafter
      enacted to the contrary with respect to the replacement or payment of negotiable
      instruments or other securities without their surrender.

    


    SECTION
      2.8 CANCELLATION.

    


    All
      Securities surrendered for the purpose of payment, redemption, exchange or
      registration of transfer shall, if surrendered to the Company or any paying
      agent, be delivered to the Trustee for cancellation, or, if surrendered to
      the
      Trustee, shall be cancelled by it, and no Securities shall be issued in lieu
      thereof except as expressly required or permitted by any of the provisions
      of
      this Indenture. On request of the Company at the time of such surrender, the
      Trustee shall deliver to the Company canceled Securities held by the Trustee.
      In
      the absence of such request the Trustee may dispose of canceled Securities
      in
      accordance with its standard procedures and deliver a certificate of disposition
      to the Company. If the Company shall otherwise acquire any of the Securities,
      however, such acquisition shall not operate as a redemption or satisfaction
      of
      the indebtedness represented by such Securities unless and until the same are
      delivered to the Trustee for cancellation.

    


    SECTION
      2.9 BENEFITS OF INDENTURE.

    


    Nothing
      in this Indenture or in the Securities, express or implied, shall give or be
      construed to give to any Person, other than the parties hereto and the holders
      of the Securities any legal or equitable right, remedy or claim under or in
      respect of this Indenture, or under any covenant, condition or provision herein
      contained; all such covenants, conditions and provisions being for the sole
      benefit of the parties hereto and of the holders of the Securities.

    


    SECTION
      2.10 AUTHENTICATING AGENT.

    


    So
      long
      as any of the Securities of any series remain Outstanding there may be an
      Authenticating Agent for any or all such series of Securities which the Trustee
      shall have the right to appoint. Said Authenticating Agent shall be authorized
      to act on behalf of the Trustee to authenticate Securities of such series
      issued upon exchange, transfer or partial redemption thereof, and Securities
      so
      authenticated shall be entitled to the benefits of this Indenture and shall
      be
      valid and obligatory for all purposes as if authenticated by the Trustee
      hereunder. All references in this Indenture to the authentication of Securities
      by the Trustee shall be
      deemed
      to include authentication by an Authenticating Agent for such series. Each
      Authenticating Agent shall be acceptable to the Company and shall be a
      corporation that has a combined capital and surplus, as most recently reported
      or determined by it, sufficient under the laws of any jurisdiction under which
      it is organized or in which it is doing business to conduct a trust business,
      and that is otherwise authorized under such laws to conduct such business and
      is
      subject to supervision or examination by federal or state authorities. If at
      any
      time any Authenticating Agent shall cease to be eligible in accordance with
      these provisions, it shall resign immediately.

     

    
      
        
        

      

      
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    Any
      Authenticating Agent may at any time resign by giving written notice of
      resignation to the Trustee and to the Company. The Trustee may at any time
      (and
      upon request by the Company shall) terminate the agency of any Authenticating
      Agent by giving written notice of termination to such Authenticating Agent
      and
      to the Company. Upon resignation, termination or cessation of eligibility of
      any
      Authenticating Agent, the Trustee may appoint an eligible successor
      Authenticating Agent acceptable to the Company. Any successor Authenticating
      Agent, upon acceptance of its appointment hereunder, shall become vested with
      all the rights, powers and duties of its predecessor hereunder as if originally
      named as an Authenticating Agent pursuant hereto.

    


    SECTION
      2.11 GLOBAL SECURITIES.

    


    (a)
      If
      the Company shall establish pursuant to Section 2.1 that the Securities of
      a particular series are to be issued as a Global Security, then the Company
      shall execute and the Trustee shall, in accordance with Section 2.4,
      authenticate and deliver, a Global Security that (i) shall represent, and
      shall be denominated in an amount equal to the aggregate principal amount of,
      all of the Outstanding Securities of such series, (ii) shall be registered
      in the name of the Depositary or its nominee, (iii) shall be delivered by
      the Trustee to the Depositary or pursuant to the Depositary’s instruction and
      (iv) shall bear a legend substantially to the following effect: “Except as
      otherwise provided in Section 2.11 of the Indenture, this Security may be
      transferred, in whole but not in part, only to another nominee of the Depositary
      or to a successor Depositary or to a nominee of such successor
      Depositary.”

    


    (b)
      Notwithstanding the provisions of Section 2.5, the Global Security of a
      series may be transferred, in whole but not in part and in the manner provided
      in Section 2.5, only to another nominee of the Depositary for such series,
      or to a successor Depositary for such series selected or approved by the Company
      or to a nominee of such successor Depositary.

    


    (c)
      If at
      any time the Depositary for a series of the Securities notifies the Company
      that
      it is unwilling or unable to continue as Depositary for such series or if at
      any
      time the Depositary for such series shall no longer be registered or in good
      standing under the Exchange Act, or other applicable statute or regulation,
      and
      a successor Depositary for such series is not appointed by the Company within
      90
      days after the Company receives such notice or becomes aware of such condition,
      as the case may be, or if an Event of Default has occurred and is continuing
      and
      the Company has received a request from the Depositary, this Section 2.11
      shall no longer be applicable to the Securities of such series and the Company
      will execute, and subject to Section 2.4, the Trustee will authenticate and
      deliver the Securities of such series in definitive registered form
      without coupons, in authorized denominations, and in an aggregate principal
      amount equal to the principal amount of the Global Security of such series
      in
      exchange for such Global Security. In addition, the Company may at any time
      determine that the Securities of any series shall no longer be represented
      by a
      Global Security and that the provisions of this Section 2.11 shall no
      longer apply to the Securities of such series. In such event the Company will
      execute and, subject to Section 2.4, the Trustee, upon receipt of an
      Officers’ Certificate evidencing such determination by the Company, will
      authenticate and deliver the Securities of such series in definitive registered
      form without coupons, in authorized denominations, and in an aggregate principal
      amount equal to the principal amount of the Global Security of such series
      in
      exchange for such Global Security. Upon the exchange of the Global Security
      for
      such Securities in definitive registered form without coupons, in authorized
      denominations, the Global Security shall be canceled by the Trustee. Such
      Securities in definitive registered form issued in exchange for the Global
      Security pursuant to this Section 2.11(c) shall be registered in such names
      and in such authorized denominations as the Depositary, pursuant to instructions
      from its direct or indirect participants or otherwise, shall instruct the
      Trustee. The Trustee shall deliver such Securities to the Depositary for
      delivery to the Persons in whose names such Securities are so
      registered.

     

    
      
        
        

      

      
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    ARTICLE
      3

    REDEMPTION
      OF SECURITIES AND SINKING FUND PROVISIONS

    


    SECTION
      3.1 REDEMPTION.

    


    The
      Company may redeem the Securities of any series issued hereunder on and after
      the dates and in accordance with the terms established for such series pursuant
      to Section 2.1 hereof.

    


    SECTION
      3.2 NOTICE OF REDEMPTION.

    


    (a)
      In
      case the Company shall desire to exercise such right to redeem all or, as the
      case may be, a portion of the Securities of any series in accordance with any
      right the Company reserved for itself to do so pursuant to Section 2.1
      hereof, the Company shall, or shall cause the Trustee to, give notice of such
      redemption to holders of the Securities of such series to be redeemed by
      mailing, first class postage prepaid, a notice of such redemption not less
      than
      30 days and not more than 90 days before the date fixed for redemption of that
      series to such holders at their last addresses as they shall appear upon the
      Security Register, unless a shorter period is specified in the Securities to
      be
      redeemed. Any notice that is mailed in the manner herein provided shall be
      conclusively presumed to have been duly given, whether or not the registered
      holder receives the notice. In any case, failure duly to give such notice to
      the
      holder of any Security of any series designated for redemption in whole or
      in
      part, or any defect in the notice, shall not affect the validity of the
      proceedings for the redemption of any other Securities of such series or any
      other series. In the case of any redemption of Securities prior to the
      expiration of any restriction on such redemption provided in the terms of such
      Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
      with an Officers’ Certificate evidencing compliance with any such
      restriction.

    


    Each
      such
      notice of redemption shall specify the date fixed for redemption and the
      redemption price at which Securities of that series are to be redeemed, and
      shall state that payment of the redemption
      price of such Securities to be redeemed will be made at the office or agency
      of
      the Company in the borough of _______________ in the city of
      _______________________, state of _______________________, upon presentation
      and
      surrender of such Securities, that interest accrued to the date fixed for
      redemption will be paid as specified in said notice, that from and after said
      date interest will cease to accrue and that the redemption is for a sinking
      fund, if such is the case. If less than all the Securities of a series are
      to be
      redeemed, the notice to the holders of Securities of that series to be redeemed
      in part shall specify the particular Securities to be so redeemed.

     

    
      
        
        

      

      
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    In
      case
      any Security is to be redeemed in part only, the notice that relates to such
      Security shall state the portion of the principal amount thereof to be redeemed,
      and shall state that on and after the redemption date, upon surrender of such
      Security, a new Security or Securities of such series in principal amount equal
      to the unredeemed portion thereof will be issued.

    


    (b)
      If
      less than all the Securities of a series are to be redeemed, the Company shall
      give the Trustee at least 45 days’ notice in advance of the date fixed for
      redemption as to the aggregate principal amount of Securities of the series
      to
      be redeemed, and thereupon the Trustee shall select, by lot or in such other
      manner as it shall deem appropriate and fair in its discretion and that may
      provide for the selection of a portion or portions (equal to one thousand U.S.
      dollars ($1,000) or any integral multiple thereof) of the principal amount
      of
      such Securities of a denomination larger than $1,000, the Securities to be
      redeemed and shall thereafter promptly notify the Company in writing of the
      numbers of the Securities to be redeemed, in whole or in part. The Company
      may,
      if and whenever it shall so elect, by delivery of instructions signed on its
      behalf by its chief executive officer, president or any senior vice president
      or
      vice president, instruct the Trustee or any paying agent to call all or any
      part
      of the Securities of a particular series for redemption and to give notice
      of
      redemption in the manner set forth in this Section, such notice to be in
      the name of the Company or its own name as the Trustee or such paying agent
      may
      deem advisable. In any case in which notice of redemption is to be given by
      the
      Trustee or any such paying agent, the Company shall deliver or cause to be
      delivered to, or permit to remain with, the Trustee or such paying agent, as
      the
      case may be, such Security Register, transfer books or other records, or
      suitable copies or extracts therefrom, sufficient to enable the Trustee or
      such
      paying agent to give any notice by mail that may be required under the
      provisions of this Section.

    


    SECTION
      3.3 PAYMENT UPON REDEMPTION.

    


    (a)
      If
      the giving of notice of redemption shall have been completed as above provided,
      the Securities or portions of Securities of the series to be redeemed specified
      in such notice shall become due and payable on the date and at the place stated
      in such notice at the applicable redemption price, together with interest
      accrued to the date fixed for redemption and interest on such Securities or
      portions of Securities shall cease to accrue on and after the date fixed for
      redemption, unless the Company shall default in the payment of such redemption
      price and accrued interest with respect to any such Security or portion thereof.
      On presentation and surrender of such Securities on or after the date fixed
      for
      redemption at the place of payment specified in the notice, said Securities
      shall be paid and redeemed at the applicable redemption price for such series,
      together with interest accrued thereon to the date fixed for redemption (but
      if
      the date fixed for redemption is an interest payment date, the interest
      installment payable on such date shall be payable to the registered holder
      at
      the close of business on the applicable record date pursuant to
      Section 2.3).

     

    
      
        
        

      

      
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    (b)
      Upon
      presentation of any Security of such series that is to be redeemed in part
      only,
      the Company shall execute and the Trustee shall authenticate and the office
      or
      agency where the Security is presented shall deliver to the holder thereof,
      at
      the expense of the Company, a new Security of the same series of authorized
      denominations in principal amount equal to the unredeemed portion of the
      Security so presented.

    


    SECTION
      3.4 SINKING FUND.

    


    The
      provisions of Sections 3.4, 3.5 and 3.6 shall be applicable to any sinking
      fund
      for the retirement of Securities of a series, except as otherwise specified
      as
      contemplated by Section 2.1 for Securities of such series.

    


    The
      minimum amount of any sinking fund payment provided for by the terms of
      Securities of any series is herein referred to as a “mandatory sinking fund
      payment,” and any payment in excess of such minimum amount provided for by the
      terms of Securities of any series is herein referred to as an “optional sinking
      fund payment”. If provided for by the terms of Securities of any series, the
      cash amount of any sinking fund payment may be subject to reduction as provided
      in Section 3.5. Each sinking fund payment shall be applied to the
      redemption of Securities of any series as provided for by the terms of
      Securities of such series.

    


    SECTION
      3.5 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

    


    The
      Company (i) may deliver Outstanding Securities of a series and
      (ii) may apply as a credit Securities of a series that have been redeemed
      either at the election of the Company pursuant to the terms of such Securities
      or through the application of permitted optional sinking fund payments pursuant
      to the terms of such Securities, in each case in satisfaction of all or any
      part
      of any sinking fund payment with respect to the Securities of such series
      required to be made pursuant to the terms of such Securities as provided for
      by
      the terms of such series, provided that such Securities have not been previously
      so credited. Such Securities shall be received and credited for such purpose
      by
      the Trustee at the redemption price specified in such Securities for redemption
      through operation of the sinking fund and the amount of such sinking fund
      payment shall be reduced accordingly.

    


    SECTION
      3.6 REDEMPTION OF SECURITIES FOR SINKING FUND.

    


    Not
      less
      than 45 days prior to each sinking fund payment date for any series of
      Securities, the Company will deliver to the Trustee an Officers’ Certificate
      specifying the amount of the next ensuing sinking fund payment for that series
      pursuant to the terms of the series, the portion thereof, if any, that is to
      be
      satisfied by delivering and crediting Securities of that series pursuant to
      Section 3.5 and the basis for such credit and will, together with such
      Officers’ Certificate, deliver to the Trustee any Securities to be so delivered.
      Not less than 30 days before each such sinking fund payment date the Trustee
      shall select the Securities to be redeemed upon such sinking fund payment date
      in the manner specified in Section 3.2 and cause notice of the redemption
      thereof to be given in the name of and at the expense of the Company in the
      manner provided in Section 3.2. Such notice having been duly given, the
      redemption of such Securities shall be made upon the terms and in the manner
      stated in Section 3.3.

     

    
      
        
        

      

      
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    ARTICLE
      4

    COVENANTS

    


    SECTION
      4.1 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

    


    The
      Company will duly and punctually pay or cause to be paid the principal of (and
      premium, if any) and interest on the Securities of that series at the time
      and
      place and in the manner provided herein and established with respect to such
      Securities. Payments of principal on the Securities may be made at the time
      provided herein and established with respect to such Securities by U.S. dollar
      check drawn on and mailed to the address of the Securityholder entitled thereto
      as such address shall appear in the Security Register, or U.S. dollar wire
      transfer to, a U.S. dollar account (such a wire transfer to be made only to
      a
      Securityholder of an aggregate principal amount of Securities of the applicable
      series in excess of U.S. $2,000,000 and only if such Securityholder shall have
      furnished wire instructions to the Trustee no later than 15 days prior to the
      relevant payment date). Payments of interest on the Securities may be made
      at
      the time provided herein and established with respect to such Securities by
      U.S.
      dollar check mailed to the address of the Securityholder entitled thereto as
      such address shall appear in the Security Register, or U.S. dollar wire transfer
      to, a U.S. dollar account (such a wire transfer to be made only to a
      Securityholder of an aggregate principal amount of Securities of the applicable
      series in excess of U.S. $2,000,000 and only if such Securityholder shall have
      furnished wire instructions in writing to the Security Registrar and the
      Trustee no later than 15 days prior to the relevant payment date).

    


    SECTION
      4.2 MAINTENANCE OF OFFICE OR AGENCY.

    


    So
      long
      as any series of the Securities remain Outstanding, the Company agrees to
      maintain an office or agency in the borough of _______________ in the city
      of
      _____________________, state of _______________________, with respect to each
      such series and at such other location or locations as may be designated as
      provided in this Section 4.2, where (i) Securities of that series may
      be presented for payment, (ii) Securities of that series may be presented
      as herein above authorized for registration of transfer and exchange, and
      (iii) notices and demands to or upon the Company in respect of the
      Securities of that series and this Indenture may be given or served, such
      designation to continue with respect to such office or agency until the Company
      shall, by written notice signed by any officer authorized to sign an Officers’
Certificate and delivered to the Trustee, designate some other office or agency
      for such purposes or any of them. If at any time the Company shall fail to
      maintain any such required office or agency or shall fail to furnish the Trustee
      with the address thereof, such presentations, notices and demands may be made
      or
      served at the Corporate Trust Office of the Trustee, and the Company hereby
      appoints the Trustee as its agent to receive all such presentations, notices
      and
      demands. The Company initially appoints the corporate trust office of
      [                    
      ], an affiliate of the Trustee, located in the borough of _______________ in
      the
      city of ___________________, state of _____________ as its paying agent with
      respect to the Securities.

     

    
      
        
        

      

      
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    SECTION
      4.3 PAYING AGENTS.

    


    (a)
      If
      the Company shall appoint one or more paying agents for all or any series of
      the
      Securities, other than the Trustee, the Company will cause each such paying
      agent to execute and deliver to the Trustee an instrument in which such agent
      shall agree with the Trustee, subject to the provisions of this
      Section:

    


    (1)
      that
      it will hold all sums held by it as such agent for the payment of the principal
      of (and premium, if any) or interest on the Securities of that series (whether
      such sums have been paid to it by the Company or by any other obligor of such
      Securities) in trust for the benefit of the Persons entitled
      thereto;

    


    (2)
      that
      it will give the Trustee notice of any failure by the Company (or by any other
      obligor of such Securities) to make any payment of the principal of (and
      premium, if any) or interest on the Securities of that series when the same
      shall be due and payable;

    


    (3)
      that
      it will, at any time during the continuance of any failure referred to in the
      preceding paragraph (a)(2) above, upon the written request of the Trustee,
      forthwith pay to the Trustee all sums so held in trust by such paying agent;
      and

    


    (4)
      that
      it will perform all other duties of paying agent as set forth in this
      Indenture.

    


    (b)
      If
      the Company shall act as its own paying agent with respect to any series of
      the
      Securities, it will on or before each due date of the principal of (and premium,
      if any) or interest on Securities of that series, set aside, segregate and
      hold
      in trust for the benefit of the Persons entitled thereto a sum sufficient
      to pay such principal (and premium, if any) or interest so becoming due on
      Securities of that series until such sums shall be paid to such Persons or
      otherwise disposed of as herein provided and will promptly notify the Trustee
      of such action, or any failure (by it or any other obligor on such
      Securities) to take such action. Whenever the Company shall have one or more
      paying agents for any series of Securities, it will, prior to each due date
      of
      the principal of (and premium, if any) or interest on any Securities of that
      series, deposit with the paying agent a sum sufficient to pay the principal
      (and
      premium, if any) or interest so becoming due, such sum to be held in trust
      for
      the benefit of the Persons entitled to such principal, premium or interest,
      and (unless such paying agent is the Trustee) the Company will promptly notify
      the Trustee of this action or failure so to act.

    


    (c)
      Notwithstanding anything in this Section to the contrary, (i) the agreement
      to hold sums in trust as provided in this Section is subject to the provisions
      of Section 11.5, and (ii) the Company may at any time, for the purpose
      of obtaining the satisfaction and discharge of this Indenture or for any other
      purpose, pay, or direct any paying agent to pay, to the Trustee all sums held
      in
      trust by the Company or such paying agent, such sums to be held by the Trustee
      upon the same terms and conditions as those upon which such sums were held
      by
      the Company or such paying agent; and, upon such payment by the Company or
      any
      paying agent to the Trustee, the Company or such paying agent shall be released
      from all further liability with respect to such money.

     

    
      
        
        

      

      
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    SECTION
      4.4 APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.

    


    The
      Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
      will appoint, in the manner provided in Section 7.10, a Trustee, so that
      there shall at all times be a Trustee hereunder.

    


    SECTION
      4.5 COMPLIANCE WITH CONSOLIDATION PROVISIONS.

    


    The
      Company will not, while any of the Securities remain Outstanding, consolidate
      with or merge into any other Person, in either case where the Company is not
      the
      survivor of such transaction, or sell or convey all or substantially all of
      its
      property to any other Person unless the provisions of Article Ten hereof are
      complied with.

    


    ARTICLE
      5

    SECURITYHOLDERS’
      LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

    


    SECTION
      5.1 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
      SECURITYHOLDERS.

    


    The
      Company will furnish or cause to be furnished to the Trustee (a) on each
      regular record date (as defined in Section 2.3) a list, in such form as the
      Trustee may reasonably require, of the names and addresses of the holders of
      each series of Securities as of such regular record date, provided that the
      Company shall not be obligated to furnish or cause to furnish such list at
      any
      time that the list shall not differ in any respect from the most recent list
      furnished to the Trustee by the Company and (b) at such other times as the
      Trustee may request in writing within 30 days after the receipt by the Company
      of any such request, a list of similar form and content as of a date not more
      than 15 days prior to the time such list is furnished; provided, however, that,
      in either case, no such list need be furnished for any series for which the
      Trustee shall be the Security Registrar.

    


    SECTION
      5.2 PRESERVATION OF INFORMATION; COMMUNICATIONS WITH
      SECURITYHOLDERS.

    


    (a)
      The
      Trustee shall preserve, in as current a form as is reasonably practicable,
      all
      information as to the names and addresses of the holders of Securities contained
      in the most recent list furnished to it as provided in Section 5.1 and as
      to the names and addresses of holders of Securities received by the Trustee
      in
      its capacity as Security Registrar (if acting in such capacity).

    


    (b)
      The
      Trustee may destroy any list furnished to it as provided in Section 5.1
      upon receipt of a new list so furnished.

    


    (c)
      Securityholders may communicate as provided in Section 312(b) of the Trust
      Indenture Act with other Securityholders with respect to their rights under
      this
      Indenture or under the Securities, and, in connection with any such
      communications, the Trustee shall satisfy its obligations under
      Section 312(b) of the Trust Indenture Act in accordance with the provisions
      of Section 312(b) of the Trust Indenture Act.

     

    
      
        
        

      

      
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    SECTION
      5.3 REPORTS BY THE COMPANY.

    


    The
      Company covenants and agrees to provide a copy to the Trustee, within 15 days
      after the Company is required to file the same with the Securities and Exchange
      Commission, copies of the annual reports and of the information, documents
      and
      other reports (or copies of such portions of any of the foregoing as the
      Securities and Exchange Commission may from time to time by rules and
      regulations prescribe) that the Company may be required to file with the
      Securities and Exchange Commission pursuant to Section 13 or
      Section 15(d) of the Exchange Act.

    


    SECTION
      5.4 REPORTS BY THE TRUSTEE.

    


    (a)
      On or
      before May 1 in each year in which any of the Securities are Outstanding,
      the Trustee shall transmit by mail, first class postage prepaid, to the
      Securityholders, as their names and addresses appear upon the Security Register,
      a brief report dated as of the preceding May 1, if and to the extent
      required under Section 313(a) of the Trust Indenture Act.

    


    (b)
      The
      Trustee shall comply with Section 313(b) and 313(c) of the Trust Indenture
      Act.

    


    (c)
      A
      copy of each such report shall, at the time of such transmission to
      Securityholders, be filed by the Trustee with the Company, with each securities
      exchange upon which any Securities are listed (if so listed) and also with
      the
      Securities and Exchange Commission. The Company agrees to notify the Trustee
      when any Securities become listed on any securities exchange.

    


    ARTICLE
      6

    REMEDIES
      OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

    


    SECTION
      6.1 EVENTS OF DEFAULT.

    


    (a)
      Whenever used herein with respect to Securities of a particular series, “Event
      of Default” means any one or more of the following events that has occurred and
      is continuing:

    


    (1)
      the
      Company defaults in the payment of any installment of interest upon any of
      the
      Securities of that series, as and when the same shall become due and payable,
      and such default continues for a period of 90 days; provided, however, that
      a
      valid extension of an interest payment period by the Company in accordance
      with
      the terms of any indenture supplemental hereto shall not constitute a default
      in
      the payment of interest for this purpose;

    


    (2)
      the
      Company defaults in the payment of the principal of (or premium, if any, on)
      any
      of the Securities of that series as and when the same shall become due and
      payable whether at maturity, upon redemption, by declaration or otherwise,
      or in
      any payment required by any sinking or analogous fund established with respect
      to that series; provided, however, that a valid extension of the maturity of
      such Securities in accordance with the terms of any indenture supplemental
      hereto shall not constitute a default in the payment of principal or premium,
      if
      any;

     

    
      
        
        

      

      
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    (3)
      the
      Company fails to observe or perform any other of its covenants or agreements
      with respect to that series contained in this Indenture or otherwise established
      with respect to that series of Securities pursuant to Section 2.1 hereof
      (other than a covenant or agreement that has been expressly included in this
      Indenture solely for the benefit of one or more series of Securities other
      than
      such series) for a period of 90 days after the date on which written notice
      of
      such failure, requiring the same to be remedied and stating that such
      notice is a “Notice of Default” hereunder, shall have been given to the Company
      by the Trustee, by registered or certified mail, or to the Company and the
      Trustee by the holders of at least 25% in principal amount of the Securities
      of
      that series at the time Outstanding;

    


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

    


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

    


    (b)
      In
      each and every such case (other than an Event of Default specified in clause
      (4) or clause (5) above), unless the principal of all the Securities
      of that series shall have already become due and payable, either the Trustee
      or
      the holders of not less than 25% in aggregate principal amount of the Securities
      of that series then Outstanding hereunder, by notice in writing to the Company
      (and to the Trustee if given by such Securityholders), may declare the principal
      of (and premium, if any, on) and accrued and unpaid interest on all the
      Securities of that series to be due and payable immediately, and upon any such
      declaration the same shall become and shall be immediately due and payable.
      If
      an Event of Default specified in clause (4) or clause
      (5) above occurs, the principal of and accrued and unpaid interest on
      all the Securities of that series shall automatically be immediately due and
      payable without any declaration or other act on the part of the Trustee or
      the
      holders of the Securities.

    


    (c)
      At
      any time after the principal of (and premium, if any, on) and accrued and unpaid
      interest on the Securities of that series shall have been so declared due and
      payable, and before any judgment or decree for the payment of the moneys due
      shall have been obtained or entered as hereinafter provided, the holders of
      a majority in aggregate principal amount of the Securities of that series then
      Outstanding hereunder, by written notice to the Company and the Trustee, may
      rescind and annul such declaration and its consequences if: (i) the Company
      has paid or deposited with the Trustee a sum sufficient to pay all matured
      installments of interest upon all the Securities of that series and the
      principal of (and premium, if any, on) any and all Securities of that series
      that shall have become due otherwise than by acceleration (with interest
      upon such principal and premium, if any, and, to the extent that such payment
      is
      enforceable under applicable law, upon overdue installments of interest, at
      the
      rate per annum expressed in the Securities of that series to the date of such
      payment or deposit) and the amount payable to the Trustee under
      Section 7.6, and (ii) any and all Events of Default under the
      Indenture with respect to such series, other than the nonpayment of principal
      on
(and
      premium, if any, on) and accrued and unpaid interest on Securities of that
      series that shall not have become due by their terms, shall have been remedied
      or waived as provided in Section 6.6.

     

    
      
        
        

      

      
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    No
      such
      rescission and annulment shall extend to or shall affect any subsequent default
      or impair any right consequent thereon.

    


    (d)
      In
      case the Trustee shall have proceeded to enforce any right with respect to
      Securities of that series under this Indenture and such proceedings shall have
      been discontinued or abandoned because of such rescission or annulment or for
      any other reason or shall have been determined adversely to the Trustee, then
      and in every such case, subject to any determination in such proceedings, the
      Company and the Trustee shall be restored respectively to their former positions
      and rights hereunder, and all rights, remedies and powers of the Company and
      the
      Trustee shall continue as though no such proceedings had been
      taken.

    


    SECTION
      6.2 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
      TRUSTEE.

    


    (a)
      The
      Company covenants that (i) in case it shall default in the payment of any
      installment of interest on any of the Securities of a series, and such default
      shall have continued for a period of 90 Business Days, or (ii) in case it
      shall default in the payment of the principal of (or premium, if any, on) any
      of
      the Securities of a series when the same shall have become due and payable,
      whether upon maturity of the Securities of a series or upon redemption or upon
      declaration or otherwise, or in any payment required by any sinking or analogous
      fund established with respect to that series as and when the same shall have
      become due and payable, then, upon demand of the Trustee, the Company will
      pay
      to the Trustee, for the benefit of the holders of the Securities of that series,
      the whole amount that then shall have been become due and payable on all such
      Securities for principal (and premium, if any) or interest, or both, as the
      case
      may be, with interest upon the overdue principal (and premium, if any) and
      (to
      the extent that payment of such interest is enforceable under applicable law)
      upon overdue installments of interest at the rate per annum expressed in the
      Securities of that series; and, in addition thereto, such further amount as
      shall be sufficient to cover the costs and expenses of collection, and the
      amount payable to the Trustee under Section 7.6.

    


    (b)
      If
      the Company shall fail to pay such amounts forthwith upon such demand, the
      Trustee, in its own name and as trustee of an express trust, shall be entitled
      and empowered to institute any action or proceedings at law or in equity for
      the
      collection of the sums so due and unpaid, and may prosecute any such action
      or
      proceeding to judgment or final decree, and may enforce any such judgment or
      final decree against the Company or other obligor upon the Securities of that
      series and collect the moneys adjudged or decreed to be payable in the manner
      provided by law or equity out of the property of the Company or other obligor
      upon the Securities of that series, wherever situated.

    


    (c)
      In
      case of any receivership, insolvency, liquidation, bankruptcy, reorganization,
      readjustment, arrangement, composition or judicial proceedings affecting the
      Company, or its creditors or property, the Trustee shall have power to intervene
      in such proceedings and take any action therein that may be permitted by the
      court and shall (except as may be otherwise provided by
      law)
      be entitled to file such proofs of claim and other papers and documents as
      may
      be necessary or advisable in order to have the claims of the Trustee and of
      the
      holders of Securities of such series allowed for the entire amount due and
      payable by the Company under the Indenture at the date of institution of such
      proceedings and for any additional amount that may become due and payable by
      the
      Company after such date, and to collect and receive any moneys or other property
      payable or deliverable on any such claim, and to distribute the same after
      the
      deduction of the amount payable to the Trustee under Section 7.6; and any
      receiver, assignee or trustee in bankruptcy or reorganization is hereby
      authorized by each of the holders of Securities of such series to make such
      payments to the Trustee, and, in the event that the Trustee shall consent to
      the
      making of such payments directly to such Securityholders, to pay to the Trustee
      any amount due it under Section 7.6.

     

    
      
        
        

      

      
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    (d)
      All
      rights of action and of asserting claims under this Indenture, or under any
      of
      the terms established with respect to Securities of that series, may be enforced
      by the Trustee without the possession of any of such Securities, or the
      production thereof at any trial or other proceeding relative thereto, and any
      such suit or proceeding instituted by the Trustee shall be brought in its own
      name as trustee of an express trust, and any recovery of judgment shall, after
      provision for payment to the Trustee of any amounts due under Section 7.6,
      be for the ratable benefit of the holders of the Securities of such
      series.

    


    In
      case
      of an Event of Default hereunder, the Trustee may in its discretion proceed
      to
      protect and enforce the rights vested in it by this Indenture by such
      appropriate judicial proceedings as the Trustee shall deem most effectual to
      protect and enforce any of such rights, either at law or in equity or in
      bankruptcy or otherwise, whether for the specific enforcement of any covenant
      or
      agreement contained in the Indenture or in aid of the exercise of any power
      granted in this Indenture, or to enforce any other legal or equitable right
      vested in the Trustee by this Indenture or by law.

    


    Nothing
      contained herein shall be deemed to authorize the Trustee to authorize or
      consent to or accept or adopt on behalf of any Securityholder any plan of
      reorganization, arrangement, adjustment or composition affecting the Securities
      of that series or the rights of any holder thereof or to authorize the Trustee
      to vote in respect of the claim of any Securityholder in any such
      proceeding.

    


    SECTION
      6.3 APPLICATION OF MONEYS COLLECTED.

    


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

    


    FIRST:
      To
      the payment of reasonable costs and expenses of collection and of all amounts
      payable to the Trustee under Section 7.6;

    


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

     

    
      
        
        

      

      
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    THIRD:
      To
      the payment of the remainder, if any, to the Company or any other Person
      lawfully entitled thereto.

    


    SECTION
      6.4 LIMITATION ON SUITS.

    


    No
      holder
      of any Security of any series shall have any right by virtue or by availing
      of
      any provision of this Indenture to institute any suit, action or proceeding
      in
      equity or at law upon or under or with respect to this Indenture or for the
      appointment of a receiver or trustee, or for any other remedy hereunder, unless
      (i) such holder previously shall have given to the Trustee written
      notice of an Event of Default and of the continuance thereof with respect
      to the Securities of such series specifying such Event of Default, as
      hereinbefore provided; (ii) the holders of not less than 25% in aggregate
      principal amount of the Securities of such series then Outstanding shall have
      made written request upon the Trustee to institute such action, suit or
      proceeding in its own name as Trustee hereunder; (iii) such holder or
      holders shall have offered to the Trustee such reasonable indemnity as it may
      require against the costs, expenses and liabilities to be incurred therein
      or
      thereby; (iv) the Trustee for 90 days after its receipt of such notice,
      request and offer of indemnity, shall have failed to institute any such action,
      suit or proceeding and (v) during such 90 day period, the holders of a
      majority in principal amount of the Securities of that series do not give the
      Trustee a direction inconsistent with the request.

    


    Notwithstanding
      anything contained herein to the contrary or any other provisions of this
      Indenture, the right of any holder of any Security to receive payment of the
      principal of (and premium, if any) and interest on such Security, as therein
      provided, on or after the respective due dates expressed in such Security (or
      in
      the case of redemption, on the redemption date), or to institute suit for the
      enforcement of any such payment on or after such respective dates or redemption
      date, shall not be impaired or affected without the consent of such holder
      and
      by accepting a Security hereunder it is expressly understood, intended and
      covenanted by the taker and holder of every Security of such series with every
      other such taker and holder and the Trustee, that no one or more holders of
      Securities of such series shall have any right in any manner whatsoever by
      virtue or by availing of any provision of this Indenture to affect, disturb
      or
      prejudice the rights of the holders of any other of such Securities, or to
      obtain or seek to obtain priority over or preference to any other such holder,
      or to enforce any right under this Indenture, except in the manner herein
      provided and for the equal, ratable and common benefit of all holders of
      Securities of such series. For the protection and enforcement of the provisions
      of this Section, each and every Securityholder and the Trustee shall be entitled
      to such relief as can be given either at law or in equity.

    


    SECTION
      6.5 RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER.

    


    (a)
      Except as otherwise provided in Section 2.7, all powers and remedies given
      by this Article to the Trustee or to the Securityholders shall, to the extent
      permitted by law, be deemed cumulative and not exclusive of any other powers
      and
      remedies available to the Trustee or the holders of the Securities, by
      judicial proceedings or otherwise, to enforce the performance or observance
      of
      the covenants and agreements contained in this Indenture or otherwise
      established with respect to such Securities.

     

    
      
        
        

      

      
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    (b)
      No
      delay or omission of the Trustee or of any holder of any of the Securities
      to
      exercise any right or power accruing upon any Event of Default occurring and
      continuing as aforesaid shall impair any such right or power, or shall be
      construed to be a waiver of any such default or an acquiescence therein; and,
      subject to the provisions of Section 6.4, every power and remedy given by
      this Article or by law to the Trustee or the Securityholders may be exercised
      from time to time, and as often as shall be deemed expedient, by the Trustee
      or
      by the Securityholders.

    


    SECTION
      6.6 CONTROL BY SECURITYHOLDERS.

    


    The
      holders of a majority in aggregate principal amount of the Securities of any
      series at the time Outstanding, determined in accordance with Section 8.4,
      shall have the right to direct the time, method and place of conducting any
      proceeding for any remedy available to the Trustee, or exercising any trust
      or
      power conferred on the Trustee with respect to such series; provided, however,
      that such direction shall not be in conflict with any rule of law or with this
      Indenture. Subject to the provisions of Section 7.1, the Trustee shall have
      the right to decline to follow any such direction if the Trustee in good faith
      shall, by a Responsible Officer or officers of the Trustee, determine that
      the
      proceeding so directed, subject to the Trustee’s duties under the Trust
      Indenture Act, would involve the Trustee in personal liability or might be
      unduly prejudicial to the Securityholders not involved in the proceeding. The
      holders of a majority in aggregate principal amount of the Securities of any
      series at the time Outstanding affected thereby, determined in accordance with
      Section 8.4, may on behalf of the holders of all of the Securities of such
      series waive any past default in the performance of any of the covenants
      contained herein or established pursuant to Section 2.1 with respect to
      such series and its consequences, except a default in the payment of the
      principal of, or premium, if any, or interest on, any of the Securities of
      that
      series as and when the same shall become due by the terms of such Securities
      otherwise than by acceleration (unless such default has been cured and a sum
      sufficient to pay all matured installments of interest and principal and any
      premium has been deposited with the Trustee (in accordance with
      Section 6.1(c)). Upon any such waiver, the default covered thereby shall be
      deemed to be cured for all purposes of this Indenture and the Company, the
      Trustee and the holders of the Securities of such series shall be restored
      to
      their former positions and rights hereunder, respectively; but no such waiver
      shall extend to any subsequent or other default or impair any right consequent
      thereon.

    


    SECTION
      6.7 UNDERTAKING TO PAY COSTS.

    


    All
      parties to this Indenture agree, and each holder of any Securities by such
      holder’s acceptance thereof shall be deemed to have agreed, that any court may
      in its discretion require, 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 Trustee, the filing by any party litigant in such
      suit
      of an undertaking to pay the costs of such suit, and that such court may in
      its
      discretion assess reasonable costs, including reasonable attorneys’ fees,
      against any party litigant in such suit, having due regard to the merits and
      good faith of the claims or defenses made by such party litigant; but the
      provisions of this Section shall not apply to any suit instituted by the
      Trustee, to any suit instituted
      by any Securityholder, or group of Securityholders, holding more than 10% in
      aggregate principal amount of the Outstanding Securities of any series, or
      to
      any suit instituted by any Securityholder for the enforcement of the payment
      of
      the principal of (or premium, if any) or interest on any Security of such
      series, on or after the respective due dates expressed in such Security or
      established pursuant to this Indenture.

     

    
      
        
        

      

      
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    ARTICLE
      7

    CONCERNING
      THE TRUSTEE

    


    SECTION
      7.1 CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE.

    


    (a)
      The
      Trustee, prior to the occurrence of an Event of Default with respect to the
      Securities of a series and after the curing of all Events of Default with
      respect to the Securities of that series that may have occurred, shall undertake
      to perform with respect to the Securities of such series such duties and only
      such duties as are specifically set forth in this Indenture, and no implied
      covenants shall be read into this Indenture against the Trustee. In case an
      Event of Default with respect to the Securities of a series has occurred (that
      has not been cured or waived), the Trustee shall exercise with respect to
      Securities of that series 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 man would exercise or use under the circumstances in the conduct of
      his
      own affairs.

    


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

    


    (i)
      prior
      to the occurrence of an Event of Default with respect to the Securities of
      a
      series and after the curing or waiving of all such Events of Default with
      respect to that series that may have occurred:

    


    (A)
      the
      duties and obligations of the Trustee shall with respect to the Securities
      of
      such series be determined solely by the express provisions of this Indenture,
      and the Trustee shall not be liable with respect to the Securities of such
      series except for the performance of such duties and obligations as are
      specifically set forth in this Indenture, and no implied covenants or
      obligations shall be read into this Indenture against the Trustee;
      and

    


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

     

    
      
        
        

      

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

    


    (iii)
      the
      Trustee shall not be liable with respect to any action taken or omitted to
      be
      taken by it in good faith in accordance with the direction of the holders of
      not
      less than a majority in principal amount of the Securities of any series at
      the
      time Outstanding relating to the time, method and place of conducting any
      proceeding for any remedy available to the Trustee, or exercising any trust
      or
      power conferred upon the Trustee under this Indenture with respect to the
      Securities of that series; and

    


    (iv)
      None
      of the provisions contained in this Indenture shall require the Trustee to
      expend or risk its own funds or otherwise incur personal financial liability
      in
      the performance of any of its duties or in the exercise of any of its rights
      or
      powers if there is reasonable ground for believing that the repayment of such
      funds or liability is not reasonably assured to it under the terms of this
      Indenture or adequate indemnity against such risk is not reasonably assured
      to
      it.

    


    SECTION
      7.2 CERTAIN RIGHTS OF TRUSTEE.

    


    Except
      as
      otherwise provided in Section 7.1:

    


    (a)
      The
      Trustee may rely and shall be protected in acting or refraining from acting
      upon
      any resolution, certificate, statement, instrument, opinion, report, notice,
      request, consent, order, approval, bond, security or other paper or document
      believed by it to be genuine and to have been signed or presented by the proper
      party or parties;

    


    (b)
      Any
      request, direction, order or demand of the Company mentioned herein shall be
      sufficiently evidenced by a Board Resolution or an instrument signed in the
      name
      of the Company by any authorized officer of the Company (unless other evidence
      in respect thereof is specifically prescribed herein);

    


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

    


    (d)
      The
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it by this Indenture at the request, order or direction of any of
      the
      Securityholders pursuant to the provisions of this Indenture, unless such
      Securityholders shall have offered to the Trustee reasonable security or
      indemnity against the costs, expenses and liabilities that may be incurred
      therein or thereby; nothing contained herein shall, however, relieve the Trustee
      of the obligation, upon the occurrence of an Event of Default with respect
      to a
      series of the Securities (that has not been cured or waived), to exercise
      with respect to Securities of that series such of the rights and powers vested
      in it by this Indenture, and to use the same degree of care and skill in their
      exercise, as a prudent man would exercise or use under the circumstances in
      the conduct of his own affairs;

     

    
      
        
        

      

      
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    (e)
      The
      Trustee shall not be liable for any action taken or omitted to be taken by
      it in
      good faith and believed by it to be authorized or within the discretion or
      rights or powers conferred upon it by this Indenture;

    


    (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, consent, order, approval, bond, security, or other papers
      or
      documents, unless requested in writing so to do by the holders of not less
      than
      a majority in principal amount of the Outstanding Securities of the particular
      series affected thereby (determined as provided in Section 8.4); provided,
      however, that if the payment within a reasonable time to the Trustee of the
      costs, expenses or liabilities likely to be incurred by it in the making of
      such
      investigation is, in the opinion of the Trustee, not reasonably assured to
      the
      Trustee by the security afforded to it by the terms of this Indenture, the
      Trustee may require reasonable indemnity against such costs, expenses or
      liabilities as a condition to so proceeding. The reasonable expense of every
      such examination shall be paid by the Company or, if paid by the Trustee,
      shall be repaid by the Company upon demand; and

    


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

    


    SECTION
      7.3 TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OR SECURITIES.

    


    (a)
      The
      recitals contained herein and in the Securities shall be taken as the statements
      of the Company, and the Trustee assumes no responsibility for the correctness
      of
      the same.

    


    (b)
      The
      Trustee makes no representations as to the validity or sufficiency of this
      Indenture or of the Securities.

    


    (c)
      The
      Trustee shall not be accountable for the use or application by the Company
      of
      any of the Securities or of the proceeds of such Securities, or for the use
      or
      application of any moneys paid over by the Trustee in accordance with any
      provision of this Indenture or established pursuant to Section 2.1, or for
      the use or application of any moneys received by any paying agent other than
      the
      Trustee.

    


    SECTION
      7.4 MAY HOLD SECURITIES.

    


    The
      Trustee or any paying agent or Security Registrar, in its individual or any
      other capacity, may become the owner or pledgee of Securities with the same
      rights it would have if it were not Trustee, paying agent or Security
      Registrar.

    


    SECTION
      7.5 MONEYS HELD IN TRUST.

    


    Subject
      to the provisions of Section 11.5, all moneys received by the Trustee
      shall, until used or applied as herein provided, be held in trust for the
      purposes for which they were received, but need not be segregated from other
      funds except to the extent required by law. The Trustee shall be under no
      liability for interest on any moneys received by it hereunder except such as
      it
      may agree with the Company to pay thereon.

     

    
      
        
        

      

      
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    SECTION
      7.6 COMPENSATION AND REIMBURSEMENT.

    


    (a)
      The
      Company covenants and agrees to pay to the Trustee, and the Trustee shall be
      entitled to, such reasonable compensation (which shall not be limited by any
      provision of law in regard to the compensation of a trustee of an express trust)
      as the Company and the Trustee may from time to time agree in writing, for
      all
      services rendered by it in the execution of the trusts hereby created and
      in the exercise and performance of any of the powers and duties hereunder of
      the
      Trustee, and, except as otherwise expressly provided herein, the Company will
      pay or reimburse the Trustee upon its request for all reasonable expenses,
      disbursements and advances incurred or made by the Trustee in accordance with
      any of the provisions of this Indenture (including the reasonable compensation
      and the expenses and disbursements of its counsel and of all Persons not
      regularly in its employ), except any such expense, disbursement or advance
      as
      may arise from its negligence or bad faith and except as the Company and Trustee
      may from time to time agree in writing. The Company also covenants to indemnify
      the Trustee (and its officers, agents, directors and employees) for, and to
      hold
      it harmless against, any loss, liability or expense incurred without negligence
      or bad faith on the part of the Trustee and arising out of or in connection
      with
      the acceptance or administration of this trust, including the reasonable costs
      and expenses of defending itself against any claim of liability in the
      premises.

    


    (b)
      The
      obligations of the Company under this Section to compensate and indemnify the
      Trustee and to pay or reimburse the Trustee for reasonable expenses,
      disbursements and advances shall constitute additional indebtedness hereunder.
      Such additional indebtedness shall be secured by a lien prior to that of the
      Securities upon all property and funds held or collected by the Trustee as
      such,
      except funds held in trust for the benefit of the holders of particular
      Securities.

    


    SECTION
      7.7 RELIANCE ON OFFICERS’ CERTIFICATE.

    


    Except
      as
      otherwise provided in Section 7.1, whenever in the administration of the
      provisions of this Indenture the Trustee shall deem it reasonably necessary
      or
      desirable that a matter be proved or established prior to taking or suffering
      or
      omitting to take any action hereunder, such matter (unless other evidence in
      respect thereof be herein specifically prescribed) may, in the absence of
      negligence or bad faith on the part of the Trustee, be deemed to be conclusively
      proved and established by an Officers’ Certificate delivered to the Trustee and
      such certificate, in the absence of negligence or bad faith on the part of
      the
      Trustee, shall be full warrant to the Trustee for any action taken, suffered
      or
      omitted to be taken by it under the provisions of this Indenture upon the faith
      thereof.

    


    SECTION
      7.8 DISQUALIFICATION; CONFLICTING INTERESTS.

    


    If
      the
      Trustee has or shall acquire any “conflicting interest” within the meaning of
      Section 310(b) of the Trust Indenture Act, the Trustee and the Company
      shall in all respects comply with the provisions of Section 310(b) of the
      Trust Indenture Act.

     

    
      
        
        

      

      
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    SECTION
      7.9 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

    


    There
      shall at all times be a Trustee with respect to the Securities issued hereunder
      which shall at all times be a corporation organized and doing business under
      the
      laws of the United States of America or any state or territory thereof or of
      the
      District of Columbia, or a corporation or other Person permitted to act as
      trustee by the Securities and Exchange Commission, authorized under such laws
      to
      exercise corporate trust powers, having (or, in the case of a subsidiary of
      a
      bank holding company, its bank holding company parent shall have) a combined
      capital and surplus of at least fifty million U.S. dollars ($50,000,000), and
      subject to supervision or examination by federal, state, territorial, or
      District of Columbia authority.

    


    If
      such
      corporation or other Person publishes reports of condition at least annually,
      pursuant to law or to the requirements of the aforesaid supervising or examining
      authority, then for the purposes of this Section, the combined capital and
      surplus of such corporation or other Person shall be deemed to be its combined
      capital and surplus as set forth in its most recent report of condition so
      published. The Company may not, nor may any Person directly or indirectly
      controlling, controlled by, or under common control with the Company, serve
      as
      Trustee. In case at any time the Trustee shall cease to be eligible in
      accordance with the provisions of this Section, the Trustee shall resign
      immediately in the manner and with the effect specified in
      Section 7.10.

    


    SECTION
      7.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

    


    (a)
      The
      Trustee or any successor hereafter appointed may at any time resign with respect
      to the Securities of one or more series by giving written notice thereof to
      the
      Company and by transmitting notice of resignation by mail, first class postage
      prepaid, to the Securityholders of such series, as their names and addresses
      appear upon the Security Register. Upon receiving such notice of resignation,
      the Company shall promptly appoint a successor trustee with respect to
      Securities of such series by written instrument, in duplicate, executed by
      order
      of the Board of Directors, one copy of which instrument shall be delivered
      to
      the resigning Trustee and one copy to the successor trustee. If no successor
      trustee shall have been so appointed and have accepted appointment within 30
      days after the mailing of such notice of resignation, the resigning Trustee
      may
      petition any court of competent jurisdiction for the appointment of a successor
      trustee with respect to Securities of such series, or any Securityholder of
      that
      series who has been a bona fide holder of a Security or Securities for at least
      six months may on behalf of himself and all others similarly situated, petition
      any such court for the appointment of a successor trustee. Such court may
      thereupon after such notice, if any, as it may deem proper and prescribe,
      appoint a successor trustee.

    


    (b)
      In
      case at any time any one of the following shall occur:

    


    (i)
      the
      Trustee shall fail to comply with the provisions of Section 7.8 after
      written request therefor by the Company or by any Securityholder who has been
      a
      bona fide holder of a Security or Securities for at least six months;
      or

     

    
      
        
        

      

      
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    (ii)
      the
      Trustee shall cease to be eligible in accordance with the provisions of
      Section 7.9 and shall fail to resign after written request therefor by the
      Company or by any such Securityholder; or

    


    (iii)
      the
      Trustee shall become incapable of acting, or shall be adjudged a bankrupt or
      insolvent, or commence a voluntary bankruptcy proceeding, or a receiver of
      the
      Trustee or of its property shall be appointed or consented to, or any public
      officer shall take charge or control of the Trustee or of its property or
      affairs for the purpose of rehabilitation, conservation or
      liquidation;

    


    then,
      in
      any such case, the Company may remove the Trustee with respect to all Securities
      and appoint a successor trustee by written instrument, in duplicate, executed
      by
      order of the Board of Directors, one copy of which instrument shall be delivered
      to the Trustee so removed and one copy to the successor trustee, or any
      Securityholder who has been a bona fide holder of a Security or Securities
      for
      at least six months may, on behalf of that holder and all others similarly
      situated, petition any court of competent jurisdiction for the removal of
      the Trustee and the appointment of a successor trustee. Such court may thereupon
      after such notice, if any, as it may deem proper and prescribe, remove the
      Trustee and appoint a successor trustee.

    


    (c)
      The
      holders of a majority in aggregate principal amount of the Securities of any
      series at the time Outstanding may at any time remove the Trustee with respect
      to such series by so notifying the Trustee and the Company and may appoint
      a
      successor Trustee for such series with the consent of the
      Company.

    


    (d)
      Any
      resignation or removal of the Trustee and appointment of a successor trustee
      with respect to the Securities of a series pursuant to any of the provisions
      of
      this Section shall become effective upon acceptance of appointment by the
      successor trustee as provided in Section 7.11.

    


    (e)
      Any
      successor trustee appointed pursuant to this Section may be appointed with
      respect to the Securities of one or more series or all of such series, and
      at
      any time there shall be only one Trustee with respect to the Securities of
      any
      particular series.

    


    SECTION
      7.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

    


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

    


    (b)
      In
      case of the appointment hereunder of a successor trustee with respect to the
      Securities of one or more (but not all) series, the Company, the retiring
      Trustee and each successor trustee with respect to the Securities of one or
      more
      series shall execute and
      deliver an indenture supplemental hereto wherein each successor trustee shall
      accept such appointment and which (i) shall contain such provisions as
      shall be necessary or desirable to transfer and confirm to, and to vest in,
      each
      successor trustee all the rights, powers, trusts and duties of the retiring
      Trustee with respect to the Securities of that or those series to which the
      appointment of such successor trustee relates, (ii) shall contain such
      provisions as shall be deemed necessary or desirable to confirm that all the
      rights, powers, trusts and duties of the retiring Trustee with respect to the
      Securities of that or those series as to which the retiring Trustee is not
      retiring shall continue to be vested in the retiring Trustee, and
      (iii) shall add to or change any of the provisions of this Indenture as
      shall be necessary to provide for or facilitate the administration of the trusts
      hereunder by more than one Trustee, it being understood that nothing herein
      or
      in such supplemental indenture shall constitute such Trustees co-trustees of
      the
      same trust, that each such Trustee shall be trustee of a trust or trusts
      hereunder separate and apart from any trust or trusts hereunder administered
      by
      any other such Trustee and that no Trustee shall be responsible for any act
      or
      failure to act on the part of any other Trustee hereunder; and upon the
      execution and delivery of such supplemental indenture the resignation or removal
      of the retiring Trustee shall become effective to the extent provided therein,
      such retiring Trustee shall with respect to the Securities of that or those
      series to which the appointment of such successor trustee relates have no
      further responsibility for the exercise of rights and powers or for the
      performance of the duties and obligations vested in the Trustee under this
      Indenture, and each such successor trustee, without any further act, deed or
      conveyance, shall become vested with all the rights, powers, trusts and duties
      of the retiring Trustee with respect to the Securities of that or those series
      to which the appointment of such successor trustee relates; but, on request
      of
      the Company or any successor trustee, such retiring Trustee shall duly assign,
      transfer and deliver to such successor trustee, to the extent contemplated
      by
      such supplemental indenture, the property and money held by such retiring
      Trustee hereunder with respect to the Securities of that or those series to
      which the appointment of such successor trustee relates.

     

    
      
        
        

      

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

    


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

    


    (e)
      Upon
      acceptance of appointment by a successor trustee as provided in this Section,
      the Company shall transmit notice of the succession of such trustee hereunder
      by
      mail, first class postage prepaid, to the Securityholders, as their names and
      addresses appear upon the Security Register. If the Company fails to transmit
      such notice within ten days after acceptance of appointment by the
      successor trustee, the successor trustee shall cause such notice to be
      transmitted at the expense of the Company.

     

    
      
        
        

      

      
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    SECTION
      7.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

    


    Any
      corporation into which the Trustee may be merged or converted or with which
      it
      may be consolidated, or any corporation resulting from any merger, conversion
      or
      consolidation to which the Trustee shall be a party, or any corporation
      succeeding to all or substantially all of the corporate trust business of the
      Trustee (including the administration of the trust created by this Indenture),
      shall be the successor of the Trustee hereunder, provided that such corporation
      shall be qualified under the provisions of Section 7.8 and eligible under
      the provisions of Section 7.9, without the execution or filing of any paper
      or any further act on the part of any of the parties hereto, anything herein
      to
      the contrary notwithstanding. In case any Securities shall have been
      authenticated, but not delivered, by the Trustee then in office, any successor
      by merger, conversion or consolidation to such authenticating Trustee may adopt
      such authentication and deliver the Securities so authenticated with the same
      effect as if such successor Trustee had itself authenticated such
      Securities.

    


    SECTION
      7.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.

    


    The
      Trustee shall comply with Section 311(a) of the Trust Indenture Act,
      excluding any creditor relationship described in Section 311(b) of the
      Trust Indenture Act. A Trustee who has resigned or been removed shall be subject
      to Section 311(a) of the Trust Indenture Act to the extent included
      therein.

    


    SECTION
      7.14 NOTICE OF DEFAULT.

    


    If
      any
      Default or any Event of Default occurs and is continuing and if such Default
      or
      Event of Default is known to a Responsible Officer of the Trustee, the Trustee
      shall mail to each Securityholder in the manner and to the extent provided
      in
      Section 313(c) of the Trust Indenture Act notice of the Default or Event of
      Default within 45 days after it occurs, unless such Default or Event of Default
      has been cured; provided, however, that, except in the case of a default in
      the
      payment of the principal of (or premium, if any) or interest on any Security,
      the Trustee shall be protected in withholding such notice if and so long as
      the
      board of directors, the executive committee or a trust committee of directors
      and/or Responsible Officers of the Trustee in good faith determine that the
      withholding of such notice is in the interest of the
      Securityholders.

    


    ARTICLE
      8

    CONCERNING
      THE SECURITYHOLDERS

    


    SECTION
      8.1 EVIDENCE OF ACTION BY SECURITYHOLDERS.

    


    Whenever
      in this Indenture it is provided that the holders of a majority or specified
      percentage in aggregate principal amount of the Securities of a particular
      series may take any action (including the making of any demand or request,
      the
      giving of any notice, consent or waiver or the taking of any other action),
      the
      fact that at the time of taking any such action the holders of such
      majority or specified percentage of that series have joined therein may be
      evidenced by any instrument or any number of instruments of similar tenor
      executed by such holders of Securities of that series in person or by agent
      or
      proxy appointed in writing. If
      the
      Company shall solicit from the Securityholders of any series any request,
      demand, authorization, direction, notice, consent, waiver or other action,
      the
      Company may, at its option, as evidenced by an Officers’ Certificate, fix in
      advance a record date for such series for the determination of Securityholders
      entitled to give such request, demand, authorization, direction, notice,
      consent, waiver or other action, but the Company shall have no obligation to
      do
      so. If such a record date is fixed, such request, demand, authorization,
      direction, notice, consent, waiver or other action may be given before or after
      the record date, but only the Securityholders of record at the close of business
      on the record date shall be deemed to be Securityholders for the purposes
      of determining whether Securityholders of the requisite proportion of
      Outstanding Securities of that series have authorized or agreed or consented
      to
      such request, demand, authorization, direction, notice, consent, waiver or
      other
      action, and for that purpose the Outstanding Securities of that series shall
      be
      computed as of the record date; provided, however, that no such authorization,
      agreement or consent by such Securityholders on the record date shall be deemed
      effective unless it shall become effective pursuant to the provisions of this
      Indenture not later than six months after the record date.

     

    
      
        
        

      

      
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    SECTION
      8.2 PROOF OF EXECUTION BY SECURITYHOLDERS.

    


    Subject
      to the provisions of Section 7.1, proof of the execution of any instrument
      by a Securityholder (such proof will not require notarization) or his agent
      or
      proxy and proof of the holding by any Person of any of the Securities shall
      be
      sufficient if made in the following manner:

    


    (a)
      The
      fact and date of the execution by any such Person of any instrument may be
      proved in any reasonable manner acceptable to the Trustee.

    


    (b)
      The
      ownership of Securities shall be proved by the Security Register of such
      Securities or by a certificate of the Security Registrar thereof.

    


    The
      Trustee may require such additional proof of any matter referred to in this
      Section as it shall deem necessary.

    


    SECTION
      8.3 WHO MAY BE DEEMED OWNERS.

    


    Prior
      to
      the due presentment for registration of transfer of any Security, the Company,
      the Trustee, any paying agent and any Security Registrar may deem and treat
      the
      Person in whose name such Security shall be registered upon the books of the
      Company as the absolute owner of such Security (whether or not such Security
      shall be overdue and notwithstanding any notice of ownership or writing thereon
      made by anyone other than the Security Registrar) for the purpose of receiving
      payment of or on account of the principal of, premium, if any, and (subject
      to
      Section 2.3) interest on such Security and for all other purposes; and
      neither the Company nor the Trustee nor any paying agent nor any Security
      Registrar shall be affected by any notice to the contrary.

    


    SECTION
      8.4 CERTAIN SECURITIES OWNED BY COMPANY DISREGARDED.

    


    In
      determining whether the holders of the requisite aggregate principal amount
      of
      Securities of a particular series have concurred in any direction, consent
      or
      waiver under this Indenture, the Securities of that
      series that are owned by the Company or any other obligor on the Securities
      of
      that series or by any Person directly or indirectly controlling or controlled
      by
      or under common control with the Company or any other obligor on the Securities
      of that series shall be disregarded and deemed not to be Outstanding for the
      purpose of any such determination, except that for the purpose of determining
      whether the Trustee shall be protected in relying on any such direction, consent
      or waiver, only Securities of such series that the Trustee actually knows are
      so
      owned shall be so disregarded. The Securities so owned that have been pledged
      in
      good faith may be regarded as Outstanding for the purposes of this Section,
      if
      the pledgee shall establish to the satisfaction of the Trustee the pledgee’s
      right so to act with respect to such Securities and that the pledgee is not
      a
      Person directly or indirectly controlling or controlled by or under direct
      or
      indirect common control with the Company or any such other obligor. In case
      of a
      dispute as to such right, any decision by the Trustee taken upon the advice
      of
      counsel shall be full protection to the Trustee.

     

    
      
        
        

      

      
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    SECTION
      8.5 ACTIONS BINDING ON FUTURE SECURITYHOLDERS.

    


    At
      any
      time prior to (but not after) the evidencing to the Trustee, as provided in
      Section 8.1, of the taking of any action by the holders of the majority or
      percentage in aggregate principal amount of the Securities of a particular
      series specified in this Indenture in connection with such action, any holder
      of
      a Security of that series that is shown by the evidence to be included in the
      Securities the holders of which have consented to such action may, by filing
      written notice with the Trustee, and upon proof of holding as provided in
      Section 8.2, revoke such action so far as concerns such Security. Except as
      aforesaid any such action taken by the holder of any Security shall be
      conclusive and binding upon such holder and upon all future holders and owners
      of such Security, and of any Security issued in exchange therefor, on
      registration of transfer thereof or in place thereof, irrespective of whether
      or
      not any notation in regard thereto is made upon such Security. Any action taken
      by the holders of the majority or percentage in aggregate principal amount
      of
      the Securities of a particular series specified in this Indenture in connection
      with such action shall be conclusively binding upon the Company, the Trustee
      and
      the holders of all the Securities of that series.

    


    ARTICLE
      9

    SUPPLEMENTAL
      INDENTURES

    


    SECTION
      9.1 SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF SECURITYHOLDERS.

    


    In
      addition to any supplemental indenture otherwise authorized by this Indenture,
      the Company and the Trustee may from time to time and at any time enter into
      an
      indenture or indentures supplemental hereto (which shall conform to the
      provisions of the Trust Indenture Act as then in effect), without the consent
      of
      the Securityholders, for one or more of the following purposes:

    


    (a)
      to
      cure any ambiguity, defect, or inconsistency herein or in the Securities of
      any
      series;

    


    (b)
      to
      comply with Article Ten;

     

    
      
        
        

      

      
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    (c)
      to
      provide for uncertificated Securities in addition to or in place of certificated
      Securities;

    


    (d)
      to
      add to the covenants, restrictions, conditions or provisions relating to the
      Company for the benefit of the holders of all or any series of Securities (and
      if such covenants, restrictions, conditions or provisions are to be for the
      benefit of less than all series of Securities, stating that such covenants,
      restrictions, conditions or provisions are expressly being included solely
      for
      the benefit of such series), to make the occurrence, or the occurrence and
      the continuance, of a default in any such additional covenants, restrictions,
      conditions or provisions an Event of Default, or to surrender any right or
      power
      herein conferred upon the Company;

    


    (e)
      to
      add to, delete from, or revise the conditions, limitations, and restrictions
      on
      the authorized amount, terms, or purposes of issue, authentication, and delivery
      of Securities, as herein set forth;

    


    (f)
      to
      make any change that does not adversely affect the rights of any Securityholder
      in any material respect;

    


    (g)
      to
      provide for the issuance of and establish the form and terms and conditions
      of
      the Securities of any series as provided in Section 2.1, to establish the
      form of any certifications required to be furnished pursuant to the terms of
      this Indenture or any series of Securities, or to add to the rights of the
      holders of any series of Securities;

    


    (h)
      to
      evidence and provide for the acceptance of appointment hereunder by a successor
      trustee; or

    


    (i)
      to
      comply with any requirements of the Securities and Exchange Commission or any
      successor in connection with the qualification of this Indenture under the
      Trust
      Indenture Act.

    


    The
      Trustee is hereby authorized to join with the Company in the execution of any
      such supplemental 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 any such supplemental indenture that affects the
      Trustee’s own rights, duties or immunities under this Indenture or
      otherwise.

    


    Any
      supplemental indenture authorized by the provisions of this Section may be
      executed by the Company and the Trustee without the consent of the holders
      of
      any of the Securities at the time Outstanding, notwithstanding any of the
      provisions of Section 9.2.

    


    SECTION
      9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.

    


    With
      the
      consent (evidenced as provided in Section 8.1) of the holders of not less
      than a majority in aggregate principal amount of the Securities of each series
      affected by such supplemental indenture or indentures at the time Outstanding,
      the Company, when authorized by a Board Resolution, and the Trustee may from
      time to time and at any time enter into an indenture or indentures supplemental
      hereto (which shall conform to the provisions of the Trust Indenture Act as
      then
      in effect) for the purpose of adding any provisions to or changing in any manner
      or eliminating any of the provisions of this Indenture or of any supplemental
      indenture or
      of
      modifying in any manner not covered by Section 9.1 the rights of the
      holders of the Securities of such series under this Indenture; provided,
      however, that no such supplemental indenture shall, without the consent of
      the
      holders of each Security then Outstanding and affected thereby, (a) extend
      the fixed maturity of any Securities of any series, or reduce the principal
      amount thereof, or reduce the rate or extend the time of payment of interest
      thereon, or reduce any premium payable upon the redemption thereof or
      (b) reduce the aforesaid percentage of Securities, the holders of which are
      required to consent to any such supplemental indenture.

     

    
      
        
        

      

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

    


    SECTION
      9.3 EFFECT OF SUPPLEMENTAL INDENTURES.

    


    Upon
      the
      execution of any supplemental indenture pursuant to the provisions of this
      Article or of Section 10.1, this Indenture shall, with respect to such
      series, be and be deemed to be modified and amended in accordance therewith
      and
      the respective rights, limitations of rights, obligations, duties
      and immunities under this Indenture of the Trustee, the Company and the
      holders of Securities of the series affected thereby shall thereafter be
      determined, exercised and enforced hereunder subject in all respects to such
      modifications and amendments, and all the terms and conditions of any such
      supplemental indenture shall be and be deemed to be part of the terms and
      conditions of this Indenture for any and all purposes.

    


    SECTION
      9.4 SECURITIES AFFECTED BY SUPPLEMENTAL INDENTURES.

    


    Securities
      of any series affected by a supplemental indenture, authenticated and delivered
      after the execution of such supplemental indenture pursuant to the provisions
      of
      this Article or of Section 10.1, may bear a notation in form approved by
      the Company, provided such form meets the requirements of any securities
      exchange upon which such series may be listed, as to any matter provided for
      in
      such supplemental indenture. If the Company shall so determine, new Securities
      of that series so modified as to conform, in the opinion of the Board of
      Directors, to any modification of this Indenture contained in any such
      supplemental indenture may be prepared by the Company, authenticated by the
      Trustee and delivered in exchange for the Securities of that series then
      Outstanding.

    


    SECTION
      9.5 EXECUTION OF SUPPLEMENTAL INDENTURES.

    


    Upon
      the
      request of the Company, accompanied by its Board Resolutions authorizing the
      execution of any such supplemental indenture, and upon the filing with the
      Trustee of evidence of the consent of Securityholders required to consent
      thereto as aforesaid, the Trustee shall join with the Company in the execution
      of such supplemental indenture unless such supplemental indenture affects the
      Trustee’s own rights, duties or immunities under this Indenture or otherwise,
      in which case the Trustee may in its discretion but shall not be obligated
      to enter into such supplemental indenture. The Trustee, subject to the
      provisions of Section 7.1, may receive an Officers’ Certificate or an
      Opinion of Counsel as conclusive evidence that any supplemental indenture
      executed pursuant to this Article is authorized or permitted by, and conforms
      to, the terms
      of
      this Article and that it is proper for the Trustee under the provisions of
      this
      Article to join in the execution thereof; provided, however, that such Officers’
Certificate or Opinion of Counsel need not be provided in connection with the
      execution of a supplemental indenture that establishes the terms of a series
      of
      Securities pursuant to Section 2.1 hereof.

     

    
      
        
        

      

      
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    Promptly
      after the execution by the Company and the Trustee of any supplemental indenture
      pursuant to the provisions of this Section, the Trustee shall transmit by mail,
      first class postage prepaid, a notice, setting forth in general terms the
      substance of such supplemental indenture, to the Securityholders of all series
      affected thereby as their names and addresses appear upon the Security Register.
      Any failure of the Trustee to mail such notice, or any defect therein, shall
      not, however, in any way impair or affect the validity of any such supplemental
      indenture.

    


    ARTICLE
      10

    SUCCESSOR
      ENTITY

    


    SECTION
      10.1 COMPANY MAY CONSOLIDATE, ETC.

    


    Except
      as
      provided pursuant to Section 2.1 pursuant to a Board Resolution, and set
      forth in an Officers’ Certificate, or established in one or more indentures
      supplemental to this Indenture, nothing contained in this Indenture shall
      prevent any consolidation or merger of the Company with or into any other Person
      (whether or not affiliated with the Company) or successive consolidations
      or mergers in which the Company or its successor or successors shall be a
      party or parties, or shall prevent any sale, conveyance, transfer or other
      disposition of the property of the Company or its successor or successors as
      an
      entirety, or substantially as an entirety, to any other corporation
      (whether or not affiliated with the Company or its successor or successors)
      authorized to acquire and operate the same; provided, however, the Company
      hereby covenants and agrees that, upon any such consolidation or merger (in
      each
      case, if the Company is not the survivor of such transaction), sale, conveyance,
      transfer or other disposition, (a) the due and punctual payment of the
      principal of (premium, if any) and interest on all of the Securities of all
      series in accordance with the terms of each series, according to their tenor,
      and the due and punctual performance and observance of all the covenants and
      conditions of this Indenture with respect to each series or established with
      respect to such series pursuant to Section 2.1 to be kept or performed by
      the Company shall be expressly assumed, by supplemental indenture (which shall
      conform to the provisions of the Trust Indenture Act, as then in effect)
      reasonably satisfactory in form to the Trustee executed and delivered to the
      Trustee by the entity formed by such consolidation, or into which the Company
      shall have been merged, or by the entity which shall have acquired such property
      and (b) in the event that the Securities of any series then Outstanding are
      convertible into or exchangeable for shares of common stock or other
      securities of the Company, such entity shall, by such supplemental indenture,
      make provision so that the Securityholders of Securities of that series shall
      thereafter be entitled to receive upon conversion or exchange of such Securities
      the number of securities or property to which a holder of the number of shares
      of common stock or other securities of the Company deliverable upon conversion
      or exchange of those Securities would have been entitled had such conversion
      or
      exchange occurred immediately prior to such consolidation, merger, sale,
      conveyance, transfer or other disposition.

     

    
      
        
        

      

      
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    SECTION
      10.2 SUCCESSOR ENTITY SUBSTITUTED.

    


    (a)
      In
      case of any such consolidation, merger, sale, conveyance, transfer or other
      disposition and upon the assumption by the successor entity by supplemental
      indenture, executed and delivered to the Trustee and satisfactory in form to
      the
      Trustee, of the obligations set forth under Section 10.1 on all of the
      Securities of all series Outstanding, such successor entity shall succeed
      to and be substituted for the Company with the same effect as if it had been
      named as the Company herein, and thereupon the predecessor corporation shall
      be
      relieved of all obligations and covenants under this Indenture and the
      Securities.

    


    (b)
      In
      case of any such consolidation, merger, sale, conveyance, transfer or other
      disposition, such changes in phraseology and form (but not in substance) may
      be
      made in the Securities thereafter to be issued as may be
      appropriate.

    


    (c)
      Nothing contained in this Article shall require any action by the Company in
      the
      case of a consolidation or merger of any Person into the Company where the
      Company is the survivor of such transaction, or the acquisition by the Company,
      by purchase or otherwise, of all or any part of the property of any other Person
      (whether or not affiliated with the Company).

    


    SECTION
      10.3 EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE.

    


    The
      Trustee, subject to the provisions of Section 7.1, may receive an Officers’
Certificate or an Opinion of Counsel as conclusive evidence that any such
      consolidation, merger, sale, conveyance, transfer or other disposition, and
      any
      such assumption, comply with the provisions of this Article.

    


    ARTICLE
      11

    SATISFACTION
      AND DISCHARGE

    


    SECTION
      11.1 SATISFACTION AND DISCHARGE OF INDENTURE.

    


    If
      at any
      time: (a) the Company shall have delivered to the Trustee for cancellation
      all Securities of a series theretofore authenticated and not delivered to the
      Trustee for cancellation (other than any Securities that shall have been
      destroyed, lost or stolen and that shall have been replaced or paid as provided
      in Section 2.7 and Securities for whose payment money or Governmental
      Obligations have theretofore been deposited in trust or segregated and held
      in
      trust by the Company and thereupon repaid to the Company or discharged from
      such
      trust, as provided in Section 11.5); or (b) all such Securities of a
      particular series not theretofore delivered to the Trustee for cancellation
      shall have become due and payable, or are by their terms to become due and
      payable within one year or are to be called for redemption within one year
      under
      arrangements satisfactory to the Trustee for the giving of notice of redemption,
      and the Company shall deposit or cause to be deposited with the Trustee as
      trust funds the entire amount in moneys or Governmental Obligations or a
      combination thereof, sufficient in the opinion of a nationally recognized firm
      of independent public accountants expressed in a written certification thereof
      delivered to the Trustee, to pay at maturity or upon redemption all Securities
      of that series not theretofore delivered to the Trustee for cancellation,
      including principal (and premium, if any) and interest due or to become due
      to
      such date of maturity or date fixed for redemption, as the case may be, and
      if
      the Company shall also pay or cause to be paid all other sums payable hereunder
      with respect to such series
      by
      the Company then this Indenture shall thereupon cease to be of further effect
      with respect to such series except for the provisions of Sections 2.3, 2.5,
      2.7,
      4.1, 4.2, 4.3 and 7.10, that shall survive until the date of maturity or
      redemption date, as the case may be, and Sections 7.6 and 11.5, that shall
      survive to such date and thereafter, and the Trustee, on demand of the Company
      and at the cost and expense of the Company shall execute proper instruments
      acknowledging satisfaction of and discharging this Indenture with respect to
      such series.

     

    
      
        
        

      

      
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    SECTION
      11.2 DISCHARGE OF OBLIGATIONS.

    


    If
      at any
      time all such Securities of a particular series not heretofore delivered to
      the
      Trustee for cancellation or that have not become due and payable as described
      in
      Section 11.1 shall have been paid by the Company by depositing irrevocably
      with the Trustee as trust funds moneys or an amount of Governmental Obligations
      sufficient to pay at maturity or upon redemption all such Securities of that
      series not theretofore delivered to the Trustee for cancellation, including
      principal (and premium, if any) and interest due or to become due to such date
      of maturity or date fixed for redemption, as the case may be, and if the Company
      shall also pay or cause to be paid all other sums payable hereunder by the
      Company with respect to such series, then after the date such moneys or
      Governmental Obligations, as the case may be, are deposited with the Trustee
      the
      obligations of the Company under this Indenture with respect to such series
      shall cease to be of further effect except for the provisions of Sections 2.3,
      2.5, 2.7, 4,01, 4.2, 4,03, 7.6, 7.10 and 11.5 hereof that shall survive until
      such Securities shall mature and be paid.

    


    Thereafter,
      Sections 7.6 and 11.5 shall survive.

    


    SECTION
      11.3 DEPOSITED MONEYS TO BE HELD IN TRUST.

    


    All
      moneys or Governmental Obligations deposited with the Trustee pursuant to
      Sections 11.1 or 11.2 shall be held in trust and shall be available for payment
      as due, either directly or through any paying agent (including the Company
      acting as its own paying agent), to the holders of the particular series of
      Securities for the payment or redemption of which such moneys or Governmental
      Obligations have been deposited with the Trustee.

    


    SECTION
      11.4 PAYMENT OF MONEYS HELD BY PAYING AGENTS.

    


    In
      connection with the satisfaction and discharge of this Indenture all moneys
      or
      Governmental Obligations then held by any paying agent under the provisions
      of
      this Indenture shall, upon demand of the Company, be paid to the Trustee and
      thereupon such paying agent shall be released from all further liability with
      respect to such moneys or Governmental Obligations.

    


    SECTION
      11.5 REPAYMENT TO COMPANY.

    


    Any
      moneys or Governmental Obligations deposited with any paying agent or the
      Trustee, or then held by the Company, in trust for payment of principal of
      or
      premium, if any, or interest on the Securities of a particular series that
      are
      not applied but remain unclaimed by the holders of such Securities for at least
      two years after the date upon which the principal of (and premium,
      if any) or interest on such Securities shall have respectively become due and
      payable, or such other shorter period set forth in applicable escheat or
      abandoned or unclaimed property law, shall be repaid to the Company on
      May 31 of each year or upon the Company’s request or (if then held by the
      Company) shall be discharged from such trust; and thereupon the paying agent
      and
      the Trustee shall be released from all further liability with respect to such
      moneys or Governmental Obligations, and the holder of any of the Securities
      entitled to receive such payment shall thereafter, as a general creditor, look
      only to the Company for the payment thereof.

     

    
      
        
        

      

      
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    ARTICLE
      12

    IMMUNITY
      OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS

    


    SECTION
      12.1 NO RECOURSE.

    


    No
      recourse under or upon any obligation, covenant or agreement of this Indenture,
      or of any Security, or for any claim based thereon or otherwise in respect
      thereof, shall be had against any incorporator, shareholder, officer or
      director, past, present or future as such, of the Company or of any predecessor
      or successor corporation, either directly or through the Company or any such
      predecessor or successor corporation, whether by virtue of any constitution,
      statute or rule of law, or by the enforcement of any assessment or penalty
      or otherwise; it being expressly understood that this Indenture and the
      obligations issued hereunder are solely corporate obligations, and that no
      such
      personal liability whatever shall attach to, or is or shall be incurred by,
      the
      incorporators, shareholders, officers or directors as such, of the Company
      or of
      any predecessor or successor corporation, or any of them, because of the
      creation of the indebtedness hereby authorized, or under or by reason of the
      obligations, covenants or agreements contained in this Indenture or in any
      of
      the Securities or implied therefrom; and that any and all such personal
      liability of every name and nature, either at common law or in equity or by
      constitution or statute, of, and any and all such rights and claims
      against, every such incorporator, shareholder, officer or director as such,
      because of the creation of the indebtedness hereby authorized, or under or
      by
      reason of the obligations, covenants or agreements contained in this Indenture
      or in any of the Securities or implied therefrom, are hereby expressly waived
      and released as a condition of, and as a consideration for, the execution of
      this Indenture and the issuance of such Securities.

    


    ARTICLE
      13

    MISCELLANEOUS
      PROVISIONS

    


    SECTION
      13.1 EFFECT ON SUCCESSORS AND ASSIGNS.

    


    All
      the
      covenants, stipulations, promises and agreements in this Indenture made by
      or on
      behalf of the Company shall bind its successors and assigns, whether so
      expressed or not.

    


    SECTION
      13.2 ACTIONS BY SUCCESSOR.

    


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

     

    
      
        
        

      

      
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    SECTION
      13.3 SURRENDER OF COMPANY POWERS.

    


    The
      Company by instrument in writing executed by authority of its Board of Directors
      and delivered to the Trustee may surrender any of the powers reserved to the
      Company, and thereupon such power so surrendered shall terminate both as to
      the
      Company and as to any successor corporation.

    


    SECTION
      13.4 NOTICES.

    


    Except
      as
      otherwise expressly provided herein, any notice, request or demand that by
      any
      provision of this Indenture is required or permitted to be given, made or served
      by the Trustee or by the holders of Securities or by any other Person pursuant
      to this Indenture to or on the Company may be given or served by being deposited
      in first class mail, postage prepaid, addressed (until another address is filed
      in writing by the Company with the Trustee), as follows: Hyperdynamics
      Corporation, One Sugar Creek Center Blvd., #125, Sugar Land, Texas 77478,
      Attention: Chief Financial Officer. Any notice, election, request or demand
      by
      the Company or any Securityholder or by any other Person pursuant to this
      Indenture to or upon the Trustee shall be deemed to have been sufficiently
      given
      or made, for all purposes, if given or made in writing at the Corporate Trust
      Office of the Trustee.

    


    SECTION
      13.5 GOVERNING LAW.

    


    This
      Indenture and each Security shall be deemed to be a contract made under the
      internal laws of the State of
      [                    ],
      and for all purposes shall be construed in accordance with the laws of said
      State, except to the extent that the Trust Indenture Act is
      applicable.

    


    SECTION
      13.6 TREATMENT OF SECURITIES AS DEBT.

    


    It
      is
      intended that the Securities will be treated as indebtedness and not as equity
      for federal income tax purposes. The provisions of this Indenture shall be
      interpreted to further this intention.

    


    SECTION
      13.7 COMPLIANCE CERTIFICATES AND OPINIONS.

    


    (a)
      Upon
      any application or demand by the Company to the Trustee to take any action
      under
      any of the provisions of this Indenture, the Company shall furnish to the
      Trustee an Officers’ Certificate stating that all conditions precedent provided
      for in this Indenture relating to the proposed action have been complied with
      and an Opinion of Counsel stating that in the opinion of such counsel all such
      conditions precedent have been complied with, except that in the case of any
      such application or demand as to which the furnishing of such documents is
      specifically required by any provision of this Indenture relating to such
      particular application or demand, no additional certificate or opinion need
      be
      furnished.

    


    (b)
      Each
      certificate or opinion provided for in this Indenture and delivered to the
      Trustee with respect to compliance with a condition or covenant in this
      Indenture shall include (i) a statement that the Person making such
      certificate or opinion has read such covenant or condition; (ii) 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; (iii) a statement that,
      in
      the opinion of such Person, he has made such examination or investigation as
      is
      reasonably necessary to enable him to express an informed opinion as to whether
      or not such covenant or condition has been complied with; and (iv) a
      statement as to whether or not, in the opinion of such Person, such condition
      or
      covenant has been complied with.

     

    
      
        
        

      

      
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    SECTION
      13.8 PAYMENTS ON BUSINESS DAYS.

    


    Except
      as
      provided pursuant to Section 2.1 pursuant to a Board Resolution, and set
      forth in an Officers’ Certificate, or established in one or more indentures
      supplemental to this Indenture, in any case where the date of maturity of
      interest or principal of any Security or the date of redemption of any Security
      shall not be a Business Day, then payment of interest or principal (and premium,
      if any) may be made on the next succeeding Business Day with the same force
      and
      effect as if made on the nominal date of maturity or redemption, and no interest
      shall accrue for the period after such nominal date.

    


    SECTION
      13.9 CONFLICT WITH TRUST INDENTURE ACT.

    


    If
      and to
      the extent that any provision of this Indenture limits, qualifies or conflicts
      with the duties imposed by Sections 310 to 317, inclusive, of the Trust
      Indenture Act, such imposed duties shall control.

    


    SECTION
      13.10 COUNTERPARTS.

    


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

    


    SECTION
      13.11 SEPARABILITY.

    


    In
      case
      any one or more of the provisions contained in this Indenture or in the
      Securities of any series shall for any reason be held to be invalid, illegal
      or
      unenforceable in any respect, such invalidity, illegality or unenforceability
      shall not affect any other provisions of this Indenture or of such Securities,
      but this Indenture and such Securities shall be construed as if such invalid
      or
      illegal or unenforceable provision had never been contained herein or
      therein.

    


    SECTION
      13.12 COMPLIANCE CERTIFICATES.

    


    The
      Company shall deliver to the Trustee, within 120 days after the end of each
      fiscal year during which any Securities of any series were outstanding, an
      Officers’ Certificate stating whether or not the signers know of any Default or
      Event of Default that occurred during such fiscal year. Such certificate shall
      contain a certification from the principal executive officer, principal
      financial officer or principal accounting officer of the Company that a review
      has been conducted of the activities of the Company and the Company’s
      performance under this Indenture and that the Company has complied with all
      conditions and covenants under this Indenture. For purposes of this
      Section 13.12, such compliance shall be determined without regard to
      any period of grace or requirement of notice provided under this Indenture.
      If
      any of the officers of the Company signing such certificate has knowledge of
      such a Default or Event of Default, the certificate shall describe any such
      Default or Event of Default and its status.

     

    
      
        
        

      

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

     

    
      	 	
               

            	 
	 	
              HYPERDYNAMICS
                CORPORATION

            	 
	 	
               

            	
               

            	 
	 	
              By:

            	
               

            	 
	 	
              Name:   
                

            	
               

            	 
	 	
              Title:

            	
               

            	 
	 	
               

            	 
	 	
              [

            	]
	 	
              as
                Trustee

            	 
	 	
               

            	
               

            	 
	 	
              By:

            	
               

            	 
	 	
              Name:

            	
               

            	 
	 	
              Title:

            	
               

            	 


    

     

     

    44