ex4_4.htm


    
      

    

     

    
       EXHIBIT
        4.4

       

       

      


      


      


      TITAN
        INTERNATIONAL, INC.,

      ISSUER

      AND

      [TRUSTEE],

      TRUSTEE

      


      INDENTURE

      DATED
        AS OF [___], 200___

      SUBORDINATED
        DEBT SECURITIES


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF CONTENTS

       

      Page

       

      
        	
                ARTICLE
                  1 DEFINITIONS

              	
                1

              
	 	
                Section
                  1.01 Definitions of Terms

              	
                1

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

              	
                5

              
	 	
                Section
                  2.01 Designation and Terms of Securities

              	
                5

              
	 	
                Section
                  2.02 Form of Securities and Trustee’s Certificate

              	
                7

              
	 	
                Section
                  2.03 Denominations: Provisions for Payment

              	
                7

              
	 	
                Section
                  2.04 Execution and Authentications

              	
                9

              
	 	
                Section
                  2.05 Registration of Transfer and Exchange

              	
                9

              
	 	
                Section
                  2.06 Temporary Securities

              	
                11

              
	 	
                Section
                  2.07 Mutilated, Destroyed, Lost or Stolen Securities

              	
                11

              
	 	
                Section
                  2.08 Cancellation

              	
                12

              
	 	
                Section
                  2.09 Benefits of Indenture

              	
                12

              
	 	
                Section
                  2.10 Authenticating Agent

              	
                12

              
	 	
                Section
                  2.11 Global Securities

              	
                13

              
	 	 	 
	
                ARTICLE
                  3 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

              	
                14

              
	 	
                Section
                  3.01 Redemption

              	
                14

              
	 	
                Section
                  3.02 Notice of Redemption

              	
                14

              
	 	
                Section
                  3.03 Payment Upon Redemption

              	
                15

              
	 	
                Section
                  3.04 Sinking Fund

              	
                16

              
	 	
                Section
                  3.05 Satisfaction of Sinking Fund Payments with Securities

              	
                16

              
	 	
                Section
                  3.06 Redemption of Securities for Sinking Fund

              	
                16

              
	 	 	 
	
                ARTICLE
                  4 COVENANTS

              	
                17

              
	 	
                Section
                  4.01 Payment of Principal, Premium and Interest

              	
                17

              
	 	
                Section
                  4.02 Maintenance of Office or Agency

              	
                17

              
	 	
                Section
                  4.03 Paying Agents

              	
                18

              
	 	
                Section
                  4.04 Appointment to Fill Vacancy in Office of Trustee

              	
                19

              
	 	
                Section
                  4.05 Compliance with Consolidation Provisions

              	
                19

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

              	
                19

              
	 	
                Section
                  5.01 Company to Furnish Trustee Names and Addresses of
                  Securityholders

              	
                19

              
	 	
                Section
                  5.02 Preservation Of Information; Communications With
                  Securityholders

              	
                19

              
	 	
                Section
                  5.03 Reports by the Company

              	
                20

              
	 	
                Section
                  5.04 Reports by the Trustee

              	
                20

              


      

       

      
        
          
          

        

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

              	
                20

              
	 	
                Section
                  6.01 Events of Default

              	
                20

              
	 	
                Section
                  6.02 Collection of Indebtedness and Suits for Enforcement by
                  Trustee

              	
                22

              
	 	
                Section
                  6.03 Application of Moneys Collected

              	
                23

              
	 	
                Section
                  6.04 Limitation on Suits

              	
                24

              
	 	
                Section
                  6.05 Rights and Remedies Cumulative; Delay or Omission Not
                  Waiver

              	
                24

              
	 	
                Section
                  6.06 Control by Securityholders

              	
                25

              
	 	
                Section
                  6.07 Undertaking to Pay Costs

              	
                25

              
	 	 	 
	
                ARTICLE
                  7 CONCERNING THE TRUSTEE

              	
                26

              
	 	
                Section
                  7.01 Certain Duties and Responsibilities of Trustee

              	
                26

              
	 	
                Section
                  7.02 Certain Rights of Trustee

              	
                27

              
	 	
                Section
                  7.03 Trustee Not Responsible for Recitals or Issuance or
                  Securities

              	
                28

              
	 	
                Section
                  7.04 May Hold Securities

              	
                28

              
	 	
                Section
                  7.05 Moneys Held in Trust

              	
                29

              
	 	
                Section
                  7.06 Compensation and Reimbursement

              	
                29

              
	 	
                Section
                  7.07 Reliance on Officers’ Certificate

              	
                29

              
	 	
                Section
                  7.08 Disqualification; Conflicting Interests

              	
                30

              
	 	
                Section
                  7.09 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

              
	 	
                Section
                  7.14 Notice of Default

              	
                33

              
	 	 	 
	
                ARTICLE
                  8 CONCERNING THE SECURITYHOLDERS

              	
                33

              
	 	
                Section
                  8.01 Evidence of Action by Securityholders

              	
                33

              
	 	
                Section
                  8.02 Proof of Execution by Securityholders

              	
                34

              
	 	
                Section
                  8.03 Who May be Deemed Owners

              	
                34

              
	 	
                Section
                  8.04 Certain Securities Owned by Company Disregarded

              	
                34

              
	 	
                Section
                  8.05 Actions Binding on Future Securityholders

              	
                35

              
	 	 	 
	
                ARTICLE
                  9 SUPPLEMENTAL INDENTURES

              	
                35

              
	 	
                Section
                  9.01 Supplemental Indentures Without the Consent of
                  Securityholders

              	
                35

              
	 	
                Section
                  9.02 Supplemental Indentures With Consent of
                  Securityholders

              	
                36

              
	 	
                Section
                  9.03 Effect of Supplemental Indentures

              	
                37

              
	 	
                Section
                  9.04 Securities Affected by Supplemental Indentures

              	
                37

              
	 	
                Section
                  9.05 Execution of Supplemental Indentures

              	
                37

              
	 	 	 
	
                ARTICLE
                  10 SUCCESSOR ENTITY

              	
                38

              
	 	
                Section
                  10.01 Company May Consolidate, Etc.

              	
                38

              
	 	
                Section
                  10.02 Successor Entity Substituted

              	
                39

              
	 	
                Section
                  10.03 Evidence of Consolidation, Etc. to Trustee

              	
                39

              


      

       

      
        
          
          

        

        
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                ARTICLE
                  11 SATISFACTION AND DISCHARGE

              	
                39

              
	 	
                Section
                  11.01 Satisfaction and Discharge of Indenture

              	
                39

              
	 	
                Section
                  11.02 Discharge of Obligations

              	
                40

              
	 	
                Section
                  11.03 Deposited Moneys to be Held in Trust

              	
                40

              
	 	
                Section
                  11.04 Payment of Moneys Held by Paying Agents

              	
                40

              
	 	
                Section
                  11.05 Repayment to Company

              	
                40

              
	 	 	 
	
                ARTICLE
                  12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
                  DIRECTORS

              	
                41

              
	 	
                Section
                  12.01 No Recourse

              	
                41

              
	 	 	 
	
                ARTICLE
                  13 MISCELLANEOUS PROVISIONS

              	
                41

              
	 	
                Section
                  13.01 Effect on Successors and Assigns

              	
                41

              
	 	
                Section
                  13.02 Actions by Successor

              	
                42

              
	 	
                Section
                  13.03 Surrender of Company Powers

              	
                42

              
	 	
                Section
                  13.04 Notices

              	
                42

              
	 	
                Section
                  13.05 Governing Law

              	
                42

              
	 	
                Section
                  13.06 Treatment of Securities as Debt

              	
                42

              
	 	
                Section
                  13.07 Certificates and Opinions as to Conditions Precedent

              	
                42

              
	 	
                Section
                  13.08 Payments on Business Days

              	
                43

              
	 	
                Section
                  13.09 Conflict with Trust Indenture Act

              	
                43

              
	 	
                Section
                  13.10 Counterparts

              	
                43

              
	 	
                Section
                  13.11 Separability

              	
                43

              
	 	
                Section
                  13.12 Compliance Certificates

              	
                43

              
	 	 	 
	
                ARTICLE
                  14 SUBORDINATION OF SECURITIES

              	
                44

              
	 	
                Section
                  14.01 Subordination Terms

              	
                44

              


      

       

      
        
          
          

        

        
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      INDENTURE

       

      INDENTURE,
        dated as of [•], 200___, among TITAN
        INTERNATIONAL, INC., an Illinois corporation (the “Company”), and
        [TRUSTEE],
        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 subordinated
        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 1.01
        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.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


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

       

      “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,
        or in the city of the Corporate Trust Office of the Trustee, are authorized
        or
        obligated by law, executive order or regulation to close.

       

      “Certificate”
means
        a
        certificate signed by any Officer. The Certificate need not comply with the
        provisions of Section 13.07.

       

      “Company”
means
        Titan
        International, Inc., a corporation duly organized and existing under the
        laws of
        the State of Illinois, and, subject to the provisions of Article Ten, 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                                                             .

       

      “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 2.01 or 2.11.

       

      “Event
        of Default” means, with
        respect to Securities of a particular series, any event specified in
        Section 6.01, 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.

       

      “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

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      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 at any time prior
        to
        the stated maturity of the Securities, and shall also include a depositary
        receipt issued by a bank or trust company 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.

       

      “Officer”
means,
        with respect
        to the Company, the chairman of the Board of Directors, a chief executive
        officer, a president, a chief financial officer, a chief operating officer,
        any
        executive vice president, any senior vice president, any vice president,
        the
        treasurer or any assistant treasurer, the controller or any assistant controller
        or the secretary or any assistant secretary.

       

      “Officers’
Certificate”
means
        a
        certificate signed by any two Officers. Each such certificate shall include
        the
        statements provided for in Section 13.07, 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 13.07, 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 8.04, 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

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      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 2.07.

       

      “Person”
means
        any individual,
        corporation, partnership, joint venture, joint-stock company, limited liability
        company, association, trust, unincorporated organization, any other entity
        or
        organization, including a government or political subdivision or an agency
        or
        instrumentality 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 2.07 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 the chairman of its board of directors,
        the
        chief executive officer, the president, any vice president, the secretary,
        the
        treasurer, any trust officer, any corporate trust officer or any other officer
        or assistant officer of the Trustee customarily performing functions similar
        to
        those performed by the Persons who at the time shall be such officers,
        respectively, or to whom any corporate trust matter is referred because of
        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.

       

      “Security
        Register” and “Security Registrar” shall have
        the meanings as set forth in Section 2.05.

       

      “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.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      “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.

       

      ARTICLE
        2

      ISSUE,
        DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND

      EXCHANGE OF
        SECURITIES

       

      Section 2.01
        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;

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      (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;

       

      (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 6.01;

       

      (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 stockholders 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;

       

      
        
          
          

        

        
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      (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;

       

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

       

      (19) the
        subordination terms 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 2.02
        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 2.03
        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 2.01(a)(10). The Securities of a particular series shall bear
        interest payable on the dates and at the rate specified with respect to that
        series. Subject to Section 2.01(a)(16), 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

       

      
        
          
          

        

        
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      maintained
        for that purpose in the Borough of Manhattan, the City and State of New York.
        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. 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 3.03.

       

      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.

       

      
        
          
          

        

        
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      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 2.01 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 2.01 hereof shall occur, if such Interest Payment Date is the
        first day of a month, or the first day of the month in which an Interest
        Payment
        Date established for such series pursuant to Section 2.01 hereof shall
        occur, if such Interest Payment Date is the fifteenth day of a month, whether
        or
        not such date is a Business Day.

       

      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 2.04
        Execution and Authentications.

       

      The
        Securities shall be signed on behalf of the Company by one of its Officers.
        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
        an
        Officer, 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 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 an Officer, 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 7.01) 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.

       

      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 2.05
        Registration of Transfer and Exchange.

       

      
        
          
          

        

        
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      (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 Manhattan, the
        City
        and State of New York, 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 therefor 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 Manhattan, the City and State of New York,
        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 2.01 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 2.06, Section 3.03(b) and
        Section 9.04 not involving any transfer.

       

      (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 2.05 are, with respect to
        any Global Security, subject to Section 2.11 hereof.

       


      
        
          
          

        

        
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      Section 2.06
        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 Manhattan, the City and State
        of
        New York, 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 2.07
        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.

       

      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.

       

      
        
          
          

        

        
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      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 2.08
        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 2.09
        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 (and, with respect to the provisions of Article Fourteen,
        the holders of any indebtedness of the Company to which the Securities of
        any
        series are subordinated) 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 (and,
        with respect to the provisions of Article Fourteen, the holders of any
        indebtedness of the Company to which the Securities of any series are
        subordinated).

       

      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

       

      
        
          
          

        

        
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      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.

       

      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 2.01 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 2.04,
        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 2.05, the Global Security of a series may be
        transferred, in whole but not in part and in the manner provided in
        Section 2.05, 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 2.04, 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

       

      
        
          
          

        

        
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      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 2.04, 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.

       

      ARTICLE
        3

      REDEMPTION
        OF SECURITIES AND SINKING FUND PROVISIONS

       

      Section 3.01
        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 2.01 hereof.

       

      Section 3.02
        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 2.01 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

       

      
        
          
          

        

        
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      agency
        of
        the Company in the Borough of Manhattan, the City and State of New York,
        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.

       

      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 (unless a shorter notice shall be
        satisfactory to the Trustee) 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 an
        Officer, 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 3.03
        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 2.03).

       

      
        
          
          

        

        
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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 3.04
        Sinking Fund.

       

      The
        provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any
        sinking fund for the retirement of Securities of a series, except as otherwise
        specified as contemplated by Section 2.01 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 3.05. 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 3.05
        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 3.06
        Redemption of Securities for Sinking Fund.

       

      Not
        less
        than 45 days prior to each sinking fund payment date for any series of
        Securities (unless a shorter period shall be satisfactory to the Trustee),
        the
        Company will deliver to the Trustee an Officers’ Certificate specifying the
        amount of the next ensuing sinking fund payment for that series pursuant
        to the
        terms of the series, the portion thereof, if any, that is to be satisfied
        by
        delivering and crediting Securities of that series pursuant to Section 3.05
        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 3.02 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 3.02. Such notice having been duly given, the
        redemption of such Securities shall be made upon the terms and in the manner
        stated in Section 3.03.

       

      
        
          
          

        

        
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      ARTICLE
        4

      COVENANTS

       

      Section 4.01
        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 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 4.02
        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 Manhattan, the City and State
        of
        New York, with respect to each such series and at such other location or
        locations as may be designated as provided in this Section 4.02, 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 the Trustee located in the Borough
        of
        Manhattan, the City of New York as its paying agent with respect to the
        Securities.

       

      
        
          
          

        

        
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      Section 4.03
        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 11.05, 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 4.04
        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 4.05
        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 5.01
        Company to Furnish Trustee Names and Addresses of Securityholders.

       

      The
        Company will furnish or cause to be furnished to the Trustee (a) within
        15 days after each regular record date (as defined in Section 2.03) 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 5.02
        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 5.01 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 5.01
        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 5.03
        Reports by the Company.

       

      The
        Company covenants and agrees to provide a copy to the Trustee, after the
        Company
        files 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 files
        with the Securities and Exchange Commission pursuant to Section 13 or
        Section 15(d) of the Exchange Act; provided, however, the Company shall not
        be
        required to deliver to the Trustee any materials for which the Company has
        sought and received confidential treatment by the SEC.

       

      Section 5.04
        Reports by the Trustee.

       

      (a) If
        required by Section 313(a) of the Trust Indenture Act, the Trustee, within
        sixty
        (60) days after each May 1, 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 such May 1, which complies
        with
        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 6.01
        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 2.01 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 50% 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 50% 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 7.06, 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

       

      
        
          
          

        

        
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      terms,
        shall have been remedied or waived as provided in Section 6.06. 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 6.02
        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, 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, and such default
        shall have continued for a period of 90 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 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 7.06.

       

      (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

       

      
        
          
          

        

        
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      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 7.06; 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 7.06.

       

      (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 7.06,
        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 6.03
        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 7.06;

       

      SECOND:
        To the payment of all indebtedness of the Company to which such series of
        Securities is subordinated to the extent required by Section 7.06 and
        Article Fourteen;

       

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

       

      Section 6.04
        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 50% 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 6.05
        Rights and Remedies Cumulative; Delay or Omission Not Waiver.

       

      (a) Except
        as
        otherwise provided in Section 2.07, 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 6.04, 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 6.06
        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 8.04,
        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 7.01, 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 8.04, 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 2.01 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 6.01(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 6.07
        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

       

      
        
          
          

        

        
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      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.

       

      ARTICLE
        7

      CONCERNING
        THE TRUSTEE

       

      Section 7.01
        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 requirements of this Indenture;

       

      (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

       

      
        
          
          

        

        
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      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 7.02
        Certain Rights of Trustee.

       

      Except
        as
        otherwise provided in Section 7.01:

       

      (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;

       

      (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

       

      
        
          
          

        

        
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      Securities
        of the particular series affected thereby (determined as provided in
        Section 8.04); 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.

       

      In
        addition, the Trustee shall not be deemed to have knowledge of any Default
        or
        Event of Default except (1) any Event of Default occurring pursuant to
        Sections 6.01(a)(1) and 6.01(a)(2) or (2) any Default or Event of
        Default of which the Trustee shall have received written notification in
        the
        manner set forth in this Indenture or a Responsible Officer of the Trustee
        shall
        have obtained actual knowledge. Delivery of reports, information and documents
        to the Trustee under Section 5.03 is for informational purposes only and
        the information and the Trustee’s receipt of the foregoing shall not constitute
        constructive notice of any information contained therein, or determinable
        from
        information contained therein including the Company’s compliance with any of
        their covenants thereunder (as to which the Trustee is entitled to rely
        exclusively on an Officers’ Certificate).

       

      Section 7.03
        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 2.01, or for
        the use or application of any moneys received by any paying agent other than
        the
        Trustee.

       

      Section 7.04
        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.

       

      
        
          
          

        

        
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      Section 7.05
        Moneys Held in Trust.

       

      Subject
        to the provisions of Section 11.05, 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.  

       

      Section 7.06
        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 indebtedness of the Company to
        which
        the Securities are subordinated. 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 7.07
        Reliance on Officers’ Certificate.

       

      Except
        as
        otherwise provided in Section 7.01, 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.

       

      
        
          
          

        

        
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      Section 7.08
        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.  

       

      Section 7.09
        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 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:

       

      
        
          
          

        

        
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      (i) the
        Trustee shall fail to comply with the provisions of Section 7.08 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

       

      (ii) the
        Trustee shall cease to be eligible in accordance with the provisions of
        Section 7.09 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.

       


      
        
          
          

        

        
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      (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.

       

      (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 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 7.08 and eligible under the provisions of
        Section 7.09, 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 8.01 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.

       

      
        
          
          

        

        
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      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.

       

      Section 8.02
        Proof of Execution by Securityholders.

       

      Subject
        to the provisions of Section 7.01, 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 8.03
        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 2.03) 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 8.04
        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

       

      
        
          
          

        

        
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      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.

       

      Section 8.05
        Actions Binding on Future Securityholders.

       

      At
        any
        time prior to (but not after) the evidencing to the Trustee, as provided
        in
        Section 8.01, 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 8.02, 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 9.01
        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 2.01, 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 9.02.

       

      Section 9.02
        Supplemental Indentures With Consent of Securityholders.

       

      With
        the
        consent (evidenced as provided in Section 8.01) 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

       

      
        
          
          

        

        
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      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 9.01 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.

       

      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 9.03
        Effect of Supplemental Indentures.

       

      Upon
        the
        execution of any supplemental indenture pursuant to the provisions of this
        Article or of Section 10.01, 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 9.04
        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 10.01, 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 9.05
        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 7.01, 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

       

      
        
          
          

        

        
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      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 2.01 hereof.

       

      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 10.01
        Company May Consolidate, Etc.

       

      Except
        as
        provided pursuant to Section 2.01 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, (a) 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, 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 2.01 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 10.02
        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 10.01 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 10.03
        Evidence of Consolidation, Etc. to Trustee.

       

      The
        Trustee, subject to the provisions of Section 7.01, 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 11.01
        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 2.07 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 11.05); 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

       

      
        
          
          

        

        
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      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 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10, that
        shall survive until the date of maturity or redemption date, as the case
        may be,
        and Sections 7.06 and 11.05, 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.

       

      Section 11.02
        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 11.01 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 2.03, 2.05, 2.07, 4,01, 4.02, 4,03, 7.06, 7.10 and 11.05 hereof
        that shall survive until such Securities shall mature and be paid.

       

      Thereafter,
        Sections 7.06 and 11.05 shall survive.

       

      Section 11.03
        Deposited Moneys to be Held in Trust.

       

      All
        moneys or Governmental Obligations deposited with the Trustee pursuant to
        Sections 11.01 or 11.02 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 11.04
        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 11.05
        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

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      


      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.

       

      ARTICLE
        12

      IMMUNITY
        OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

       

      Section 12.01
        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, stockholder, 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, stockholders, 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, stockholder, 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 13.01
        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.

       


      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      


      Section 13.02
        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.

       

      Section 13.03
        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 13.04
        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: 2701 Spruce Street,
        Quincy, IL 62301, Attn: Vice President and General Counsel. 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 13.05
        Governing Law.

       

      This
        Indenture and each Security shall be deemed to be a contract made under the
        internal laws of the State of New York, 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 13.06
        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 13.07
        Certificates and Opinions as to Conditions Precedent.

       

      (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 (other than the certificate to be delivered pursuant to
        Section 13.12) 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.

       


      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      


      (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.

       

      Section 13.08
        Payments on Business Days.

       

      Except
        as
        provided pursuant to Section 2.01 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 13.09
        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
        officer’s 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

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      


      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
        the
        officer 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.

       

      


      ARTICLE
        14

      SUBORDINATION
        OF SECURITIES

       

      Section 14.01
        Subordination Terms.

       

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

       

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

       

      TITAN
        INTERNATIONAL, INC.

       

      By:                                                                           
        

      


      Name:

      


      Title:

       

      [TRUSTEE],
        as Trustee

       

      By:                                                                           
        

      


      Name:

      


      Title:

      



      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      


      


       CROSS-REFERENCE
        TABLE
        (1)

       

      
        	
                Section
                  of Trust Indenture Act of 1939, as amended

              	
                Section
                  of Indenture

              
	
                0(a)

              	
                7.09

              
	
                0(b)

              	
                7.08

              
	 	
                7.10

              
	
                0(c)

              	
                Inapplicable

              
	
                1(a)

              	
                7.13

              
	
                1(b)

              	
                7.13

              
	
                1(c)

              	
                Inapplicable

              
	
                2(a)

              	
                5.01

              
	 	
                5.02(a)

              
	
                2(b)

              	
                5.02(c)

              
	
                2(c)

              	
                5.02(c)

              
	
                3(a)

              	
                5.04(a)

              
	
                3(b)

              	
                5.04(b)

              
	
                3(c)

              	
                5.04(a)

              
	 	
                5.04(b)

              
	
                3(d)

              	
                5.04(c)

              
	
                4(a)

              	
                5.03

              
	 	
                13.12

              
	
                4(b)

              	
                Inapplicable

              
	
                4(c)

              	
                13.17(a)

              
	
                4(d)

              	
                Inapplicable

              
	
                4(e)

              	
                13.07(b)

              
	
                4(f)

              	
                Inapplicable

              
	
                5(a)

              	
                7.01(a)

              
	 	
                7.01(b)

              
	
                5(b)

              	
                7.14

              
	
                5(c)

              	
                7.01

              
	
                5(d)

              	
                7.01(b)

              
	
                5(e)

              	
                6.07

              
	
                6(a)

              	
                6.06

              
	 	
                8.04

              
	
                6(b)

              	
                6.04

              
	
                6(c)

              	
                8.01

              
	
                7(a)

              	
                6.02

              
	
                7(b)

              	
                4.03

              
	
                8(a)

              	
                13.03

              


      

       

      
        	
                 

              	
                (1)

              	
                This
                  Cross Reference Table does not constitute part of the Indenture
                  and shall
                  not have any bearing on the interpretation of any of its terms
                  as or
                  provisions. 

              


      

       
45