ex4_3.htm


    
      

    


    EXHIBIT
      4.3


     

    


    


    


    


    


    


    TITAN
      INTERNATIONAL, INC.,

    ISSUER

    AND

    [TRUSTEE],

    TRUSTEE

    


    INDENTURE

    DATED
      AS OF [___], 200___

    SENIOR
      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

            	
              10

            
	 	
              Section
                2.07 Mutilated, Destroyed, Lost or Stolen Securities

            	
              11

            
	 	
              Section
                2.08 Cancellation

            	
              11

            
	 	
              Section
                2.09 Benefits of Indenture

            	
              12

            
	 	
              Section
                2.10 Authenticating Agent

            	
              12

            
	 	
              Section
                2.11 Global Securities

            	
              12

            
	 	 	 
	
              ARTICLE
                3 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

            	
              13

            
	 	
              Section
                3.01 Redemption

            	
              13

            
	 	
              Section
                3.02 Notice of Redemption

            	
              14

            
	 	
              Section
                3.03 Payment Upon Redemption

            	
              15

            
	 	
              Section
                3.04 Sinking Fund

            	
              15

            
	 	
              Section
                3.05 Satisfaction of Sinking Fund Payments with Securities

            	
              16

            
	 	
              Section
                3.06 Redemption of Securities for Sinking Fund

            	
              16

            
	 	 	 
	
              ARTICLE
                4 COVENANTS

            	
              16

            
	 	
              Section
                4.01 Payment of Principal, Premium and Interest

            	
              16

            
	 	
              Section
                4.02 Maintenance of Office or Agency

            	
              17

            
	 	
              Section
                4.03 Paying Agents

            	
              17

            
	 	
              Section
                4.04 Appointment to Fill Vacancy in Office of Trustee

            	
              18

            
	 	
              Section
                4.05 Compliance with Consolidation Provisions

            	
              18

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

            	
              18

            
	 	
              Section
                5.01 Company to Furnish Trustee Names and Addresses of
                Securityholders

            	
              18

            
	 	
              Section
                5.02 Preservation Of Information; Communications With
                Securityholders

            	
              19

            
	 	
              Section
                5.03 Reports by the Company

            	
              19

            
	 	
              Section
                5.04 Reports by the Trustee

            	
              19

            


    

     

    
      
        
           

        

        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    


    
      	
              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

            	
              21

            
	 	
              Section
                6.03 Application of Moneys Collected

            	
              23

            
	 	
              Section
                6.04 Limitation on Suits

            	
              23

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

            	
              24

            
	 	
              Section
                6.06 Control by Securityholders

            	
              24

            
	 	
              Section
                6.07 Undertaking to Pay Costs

            	
              25

            
	 	 	 
	
              ARTICLE
                7 CONCERNING THE TRUSTEE

            	
              25

            
	 	
              Section
                7.01 Certain Duties and Responsibilities of Trustee

            	
              25

            
	 	
              Section
                7.02 Certain Rights of Trustee

            	
              26

            
	 	
              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

            	
              28

            
	 	
              Section
                7.06 Compensation and Reimbursement

            	
              28

            
	 	
              Section
                7.07 Reliance on Officers’ Certificate

            	
              29

            
	 	
              Section
                7.08 Disqualification; Conflicting Interests

            	
              29

            
	 	
              Section
                7.09 Corporate Trustee Required; Eligibility

            	
              29

            
	 	
              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

            	
              32

            
	 	
              Section
                7.13 Preferential Collection of Claims Against the Company

            	
              32

            
	 	
              Section
                7.14 Notice of Default

            	
              32

            
	 	 	 
	
              ARTICLE
                8 CONCERNING THE SECURITYHOLDERS

            	
              33

            
	 	
              Section
                8.01 Evidence of Action by Securityholders

            	
              33

            
	 	
              Section
                8.02 Proof of Execution by Securityholders

            	
              33

            
	 	
              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

            	
              34

            
	 	 	 
	
              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

            	
              36

            
	 	
              Section
                9.04 Securities Affected by Supplemental Indentures

            	
              36

            
	 	
              Section
                9.05 Execution of Supplemental Indentures

            	
              37

            
	 	 	 
	
              ARTICLE
                10 SUCCESSOR ENTITY

            	
              37

            
	 	
              Section
                10.01 Company May Consolidate, Etc.

            	
              37

            
	 	
              Section
                10.02 Successor Entity Substituted

            	
              38

            
	 	
              Section
                10.03 Evidence of Consolidation, Etc. to Trustee

            	
              38

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    


    
      	
              ARTICLE
                11 SATISFACTION AND DISCHARGE

            	
              38

            
	 	
              Section
                11.01 Satisfaction and Discharge of Indenture

            	
              38

            
	 	
              Section
                11.02 Discharge of Obligations

            	
              39

            
	 	
              Section
                11.03 Deposited Moneys to be Held in Trust

            	
              39

            
	 	
              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

            	
              40

            
	 	
              Section
                12.01 No Recourse

            	
              40

            
	 	 	 
	
              ARTICLE
                13 MISCELLANEOUS PROVISIONS

            	
              41

            
	 	
              Section
                13.01 Effect on Successors and Assigns

            	
              41

            
	 	
              Section
                13.02 Actions by Successor

            	
              41

            
	 	
              Section
                13.03 Surrender of Company Powers

            	
              41

            
	 	
              Section
                13.04 Notices

            	
              41

            
	 	
              Section
                13.05 Governing Law

            	
              41

            
	 	
              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

            	
              42

            
	 	
              Section
                13.09 Conflict with Trust Indenture Act

            	
              42

            
	 	
              Section
                13.10 Counterparts

            	
              43

            
	 	
              Section
                13.11 Separability

            	
              43

            
	 	
              Section
                13.12 Compliance Certificates

            	
              43

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    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 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.

     

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

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


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

     

    “Business
      Day” means, with
      respect to any series of Securities, any day other than a day on which federal
      or state banking institutions in the Borough of Manhattan, the City of New
      York,
      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 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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    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 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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    “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.

     

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

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    ARTICLE
      2

    ISSUE,
      DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND

    EXCHANGE
      OF SECURITIES

     

    Section
      2.01 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;

     

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

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

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

     

    (14) if
      other
      than the principal amount thereof, the portion of the principal amount of
      Securities of the series which shall be payable upon declaration of acceleration
      of the maturity thereof pursuant to Section 6.01;

     

    (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;

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    Section
      2.02 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 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.

     

    
      
        
        

      

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

     

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

     

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

     

    Unless
      otherwise set forth in a Board Resolution or one or more indentures supplemental
      hereto establishing the terms of any series of Securities pursuant to Section
      2.01 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.

     

    
      
        
        

      

      
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    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.

     

    (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”).

     

    
      
        
        

      

      
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    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.

     

    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.

     

    
      
        
        

      

      
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    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.

     

    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

     

    
      
        
        

      

      
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    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 any legal or equitable right, remedy or claim under or in
      respect of this Indenture, or under any covenant, condition or provision herein
      contained; all such covenants, conditions and provisions being for the sole
      benefit of the parties hereto and of the holders of the Securities.

     

    Section
      2.10 Authenticating
      Agent.

     

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

     

    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

     

    
      
        
        

      

      
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    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 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.

     

    
      
        
        

      

      
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    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 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

     

    
      
        
        

      

      
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    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).

     

    (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.

     

    
      
        
        

      

      
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    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.

     

     

    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

     

    
      
        
        

      

      
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    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.

     

    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.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    (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.

     

    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

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    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.

     

    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.

     

    
      
        
        

      

      
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    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;

     

    (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

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    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 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

     

    
      
        
        

      

      
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    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 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.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    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 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

     

    THIRD:
      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

     

    
      
        
        

      

      
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    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.

     

    (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

     

    
      
        
        

      

      
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    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 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:

     

    
      
        
        

      

      
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    (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 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);

     

    
      
        
        

      

      
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    (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 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).

     

    
      
        
        

      

      
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    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.

     

    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.

     

    
      
        
        

      

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

     

    Section
      7.07 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.

     

    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.

     

    
      
        
        

      

      
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    Section
      7.10 Resignation
      and Removal; Appointment
      of Successor.

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    Section
      7.11 Acceptance
      of Appointment By
      Successor.

     

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

     

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

     

    
      
        
        

      

      
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    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.

     

    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

     

    
      
        
        

      

      
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    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.

     

    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.

     

    
      
        
        

      

      
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    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 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.

     

    
      
        
        

      

      
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    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;

     

    (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

     

    
      
        
        

      

      
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    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 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

     

    
      
        
        

      

      
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    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 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

     

    
      
        
        

      

      
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    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.

     

    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

     

    
      
        
        

      

      
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    (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 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

     


    
      
        
        

      

      
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    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 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,

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    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.

     

    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.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    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.

     

    (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.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    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 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.

     

    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:

    



    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    


    


    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. 

            


    

     

    44