Exhibit
      4.4

     

    LUMERA
      CORPORATION

     

    and

     

    _______________________________________,
      as Trustee

     

    INDENTURE

     

    Dated
      as
      of _____, _____

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS

     

    
      
        	 	 	 	
                PAGE

              
	
                ARTICLE
                  1    DEFINITIONS
                  AND INCORPORATION BY REFERENCE

              	
                1

              
	 	
                1.1.

              	
                DEFINITIONS.

              	
                1

              
	 	
                1.2.

              	
                OTHER
                  DEFINITIONS.

              	
                5

              
	 	
                1.3.

              	
                INCORPORATION
                  BY REFERENCE OF TRUST INDENTURE ACT.

              	
                6

              
	 	
                1.4.

              	
                RULES
                  OF CONSTRUCTION.

              	
                6

              
	
                ARTICLE
                  2    THE
                  SECURITIES

              	
                7

              
	 	
                2.1.

              	
                ISSUABLE
                  IN SERIES.

              	
                7

              
	 	
                2.2.

              	
                ESTABLISHMENT
                  OF TERMS OF SERIES OF SECURITIES.

              	
                7

              
	 	
                2.3.

              	
                EXECUTION
                  AND AUTHENTICATION.

              	
                9

              
	 	
                2.4.

              	
                REGISTRAR
                  AND PAYING AGENT.

              	
                10

              
	 	
                2.5.

              	
                PAYING
                  AGENT TO HOLD ASSETS IN TRUST.

              	
                11

              
	 	
                2.6.

              	
                SECURITYHOLDER
                  LISTS.

              	
                11

              
	 	
                2.7.

              	
                TRANSFER
                  AND EXCHANGE.

              	
                12

              
	 	
                2.8.

              	
                REPLACEMENT
                  SECURITIES.

              	
                12

              
	 	
                2.9.

              	
                OUTSTANDING
                  SECURITIES.

              	
                13

              
	 	
                2.10.

              	
                WHEN
                  TREASURY SECURITIES DISREGARDED; DETERMINATION OF HOLDERS’
                  ACTION.

              	
                13

              
	 	
                2.11.

              	
                TEMPORARY
                  SECURITIES.

              	
                13

              
	 	
                2.12.

              	
                CANCELLATION.

              	
                14

              
	 	
                2.13.

              	
                PAYMENT
                  OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF INTEREST.

              	
                14

              
	 	
                2.14.

              	
                CUSIP
                  NUMBER.

              	
                15

              
	 	
                2.15.

              	
                PROVISIONS
                  FOR GLOBAL SECURITIES.

              	
                15

              
	 	
                2.16.

              	
                PERSONS
                  DEEMED OWNERS.

              	
                16

              
	
                ARTICLE
                  3    REDEMPTION

              	
                16

              
	 	
                3.1.

              	
                NOTICES
                  TO TRUSTEE.

              	
                16

              
	 	
                3.2.

              	
                SELECTION
                  BY TRUSTEE OF SECURITIES TO BE REDEEMED.

              	
                17

              
	 	
                3.3.

              	
                NOTICE
                  OF REDEMPTION.

              	
                17

              
	 	
                3.4.

              	
                EFFECT
                  OF NOTICE OF REDEMPTION.

              	
                18

              
	 	
                3.5.

              	
                DEPOSIT
                  OF REDEMPTION PRICE.

              	
                18

              
	 	
                3.6.

              	
                SECURITIES
                  REDEEMED IN PART.

              	
                19

              


      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

       

      
        TABLE
          OF
          CONTENTS

        (continued)

      

       

      
        	 	 	 	
                PAGE 

              
	
                ARTICLE
                  4    COVENANTS

              	
                19

              
	 	
                4.1.

              	
                PAYMENT
                  OF SECURITIES.

              	
                19

              
	 	
                4.2.

              	
                SEC
                  REPORTS.

              	
                19

              
	 	
                4.3.

              	
                WAIVER
                  OF STAY, EXTENSION OR USURY LAWS.

              	
                19

              
	 	
                4.4.

              	
                COMPLIANCE
                  CERTIFICATE.

              	
                20

              
	 	
                4.5.

              	
                CORPORATE
                  EXISTENCE.

              	
                20

              
	
                ARTICLE
                  5    SUCCESSOR
                  CORPORATION

              	
                21

              
	 	
                5.1.

              	
                LIMITATION
                  ON CONSOLIDATION, MERGER AND SALE OF ASSETS.

              	
                21

              
	 	
                5.2.

              	
                SUCCESSOR
                  PERSON SUBSTITUTED.

              	
                21

              
	
                ARTICLE
                  6    DEFAULTS
                  AND REMEDIES

              	
                21

              
	 	
                6.1.

              	
                EVENTS
                  OF DEFAULT.

              	
                21

              
	 	
                6.2.

              	
                ACCELERATION.

              	
                23

              
	 	
                6.3.

              	
                REMEDIES.

              	
                23

              
	 	
                6.4.

              	
                WAIVER
                  OF PAST DEFAULTS AND EVENTS OF DEFAULT.

              	
                24

              
	 	
                6.5.

              	
                CONTROL
                  BY MAJORITY.

              	
                24

              
	 	
                6.6.

              	
                LIMITATION
                  ON SUITS.

              	
                24

              
	 	
                6.7.

              	
                RIGHTS
                  OF HOLDERS TO RECEIVE PAYMENT.

              	
                25

              
	 	
                6.8.

              	
                COLLECTION
                  SUIT BY TRUSTEE.

              	
                25

              
	 	
                6.9.

              	
                TRUSTEE
                  MAY FILE PROOFS OF CLAIM.

              	
                25

              
	 	
                6.10.

              	
                PRIORITIES.

              	
                26

              
	 	
                6.11.

              	
                UNDERTAKING
                  FOR COSTS.

              	
                26

              
	
                ARTICLE
                  7    TRUSTEE

              	
                26

              
	 	
                7.1.

              	
                DUTIES
                  OF TRUSTEE.

              	
                26

              
	 	
                7.2.

              	
                RIGHTS
                  OF TRUSTEE.

              	
                27

              
	 	
                7.3.

              	
                INDIVIDUAL
                  RIGHTS OF TRUSTEE.

              	
                28

              
	 	
                7.4.

              	
                TRUSTEE’S
                  DISCLAIMER.

              	
                28

              
	 	
                7.5.

              	
                NOTICE
                  OF DEFAULT.

              	
                29

              
	 	
                7.6.

              	
                REPORTS
                  BY TRUSTEE TO HOLDERS.

              	
                29

              
	 	
                7.7.

              	
                COMPENSATION
                  AND INDEMNITY.

              	
                29

              
	 	
                7.8.

              	
                REPLACEMENT
                  OF TRUSTEE.

              	
                30

              


      

       

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

      

        TABLE
          OF
          CONTENTS

        (continued)

         

      

      
        	 	 	 	
                 PAGE

              
	 	
                7.9.

              	
                SUCCESSOR
                  TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION.

              	
                31

              
	 	
                7.10.

              	
                ELIGIBILITY;
                  DISQUALIFICATION.

              	
                31

              
	 	
                7.11.

              	
                PREFERENTIAL
                  COLLECTION OF CLAIMS AGAINST COMPANY.

              	
                31

              
	 	
                7.12.

              	
                PAYING
                  AGENTS.

              	
                31

              
	
                ARTICLE
                  8    AMENDMENTS,
                  SUPPLEMENTS AND WAIVERS

              	
                32

              
	 	
                8.1.

              	
                WITHOUT
                  CONSENT OF HOLDERS.

              	
                32

              
	 	
                8.2.

              	
                WITH
                  CONSENT OF HOLDERS.

              	
                33

              
	 	
                8.3.

              	
                COMPLIANCE
                  WITH TRUST INDENTURE ACT.

              	
                34

              
	 	
                8.4.

              	
                REVOCATION
                  AND EFFECT OF CONSENTS.

              	
                34

              
	 	
                8.5.

              	
                NOTATION
                  ON OR EXCHANGE OF SECURITIES.

              	
                34

              
	 	
                8.6.

              	
                TRUSTEE
                  TO SIGN AMENDMENTS, ETC.

              	
                35

              
	
                ARTICLE
                  9    DISCHARGE
                  OF INDENTURE; DEFEASANCE

              	
                35

              
	 	
                9.1.

              	
                DISCHARGE
                  OF INDENTURE.

              	
                35

              
	 	
                9.2.

              	
                LEGAL
                  DEFEASANCE.

              	
                35

              
	 	
                9.3.

              	
                COVENANT
                  DEFEASANCE.

              	
                36

              
	 	
                9.4.

              	
                CONDITIONS
                  TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

              	
                36

              
	 	
                9.5.

              	
                DEPOSITED
                  MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN
                  TRUST;
                  OTHER MISCELLANEOUS PROVISIONS.

              	
                38

              
	 	
                9.6.

              	
                REINSTATEMENT.

              	
                38

              
	 	
                9.7.

              	
                MONEYS
                  HELD BY PAYING AGENT.

              	
                38

              
	 	
                9.8.

              	
                MONEYS
                  HELD BY TRUSTEE.

              	
                39

              
	
                ARTICLE 10  
MISCELLANEOUS

              	
                39

              
	 	
                10.1.

              	
                TRUST
                  INDENTURE ACT CONTROLS.

              	
                39

              
	 	
                10.2.

              	
                NOTICES.

              	
                39

              
	 	
                10.3.

              	
                COMMUNICATIONS
                  BY HOLDERS WITH OTHER HOLDERS.

              	
                41

              
	 	
                10.4.

              	
                CERTIFICATE
                  AND OPINION AS TO CONDITIONS PRECEDENT.

              	
                41

              
	 	
                10.5.

              	
                STATEMENT
                  REQUIRED IN CERTIFICATE AND OPINION.

              	
                41

              
	 	
                10.6.

              	
                RULES
                  BY TRUSTEE AND AGENTS.

              	
                41

              
	 	
                10.7.

              	
                BUSINESS
                  DAYS; LEGAL HOLIDAYS; PLACE OF PAYMENT.

              	
                41

              
	 	
                10.8.

              	
                GOVERNING
                  LAW.

              	
                42

              


      

       

      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      

       

      TABLE
        OF
        CONTENTS

      (continued)

       

      
        	 	 	 	
                PAGE

              
	 	
                10.9.

              	
                NO
                  ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

              	
                42

              
	 	
                10.10.

              	
                NO
                  RECOURSE AGAINST OTHERS.

              	
                42

              
	 	
                10.11.

              	
                SUCCESSORS.

              	
                42

              
	 	
                10.12.

              	
                MULTIPLE
                  COUNTERPARTS.

              	
                42

              
	 	
                10.13.

              	
                TABLE
                  OF CONTENTS, HEADINGS, ETC.

              	
                42

              
	 	
                10.14.

              	
                SEVERABILITY.

              	
                43

              
	 	
                10.15.

              	
                SECURITIES
                  IN A FOREIGN CURRENCY OR IN EURO.

              	
                43

              
	 	
                10.16.

              	
                JUDGMENT
                  CURRENCY.

              	
                44

              


      

    

     

    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    

    
       

    

    CROSS-REFERENCE
      TABLE

     

    
      	
              TIA
                SECTION

            	 	
              INDENTURE
                SECTION

            
	
              310(a)(1)

            	
            	
              7.10

            
	
              (a)(2)

            	
            	
              7.10

            
	
              (a)(3)

            	
            	
              N/A

            
	
              (a)(4)

            	
            	
              N/A

            
	
              (a)(5)

            	
            	
              7.10

            
	
              (b)

            	
            	
              7.8;
                7.10; 10.4

            
	
              (b)(1)

            	
            	
              7.10

            
	
              (b)(9)

            	
            	
              7.10

            
	
              311(a)

            	
            	
              7.11

            
	
              (b)

            	
            	
              7.11

            
	
              312(a)

            	
            	
              2.6

            
	
              (b)

            	
            	
              10.3

            
	
              (c)

            	
            	
              10.3

            
	
              313(a)

            	
            	
              7.6

            
	
              (b)(1)

            	
            	
              7.6

            
	
              (b)(2)

            	
            	
              7.6

            
	
              (c)

            	
            	
              7.6;
                10.4

            
	
              (d)

            	
            	
              7.6

            
	
              314(a)

            	
            	
              4.2;
                4.4; 10.4

            
	
              (b)

            	
            	
              N/A

            
	
              (c)(1)

            	
            	
              10.4;
                10.5

            
	
              (c)(2)

            	
            	
              10.4;
                10.5

            
	
              (c)(3)

            	
            	
              N/A

            
	
              (d)

            	
            	
              N/A

            
	
              (e)

            	
            	
              10.5

            
	
              (f)

            	
            	
              N/A

            
	
              315(a)

            	
            	
              7.1,
                7.2

            
	
              (b)

            	
            	
              7.5;
                10.2

            


    

     

    
      
        
        

      

      
        -v-

        
          

        

      

      
        
        

      

    

     

    
      	
              TIA
                SECTION

            	 	INDENTURE
              SECTION
	
              (c)

            	 	
              7.1

            
	
              (d)

            	 	
              6.5;
                7.1; 7.2

            
	
              (e)

            	 	
              6.11

            
	
              316(a)(last
                sentence)

            	 	
              2.10

            
	
              (a)(1)(A)

            	 	
              6.5

            
	
              (a)(1)(B)

            	 	
              6.4

            
	
              (a)(2)

            	 	
              8.2

            
	
              (b)

            	 	
              6.7

            
	
              (c)

            	 	
              8.4

            
	
              317(a)(1)

            	 	
              6.8

            
	
              (a)(2)

            	 	
              6.9

            
	
              (b)

            	 	
              2.5;
                7.12

            
	
              318(a)

            	 	
              10.1

            


    

    ________________________

    N/A
      means
      not applicable

     

    Note: This
      Cross-Reference Table shall not, for any purpose, be deemed to be a part of
      the
      Indenture.

     

    
      
        
        

      

      
        -vi-

        
          

        

      

      
        
        

      

    

     

    INDENTURE,
      dated as of ______________, ____, by and between Lumera Corporation, a Delaware
      corporation, as Issuer (the “Company”) and _____________________, a
      ________________ organized under the laws of _______________________, as Trustee
      (the “Trustee”). 

     

    RECITALS
      OF THE COMPANY

     

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

     

    All
      things necessary to make this Indenture a valid agreement of the Company in
      accordance with its terms have been done, and the execution and delivery thereof
      have been in all respects duly authorized by the parties hereto. 

     

    NOW,
      THEREFORE,
      THIS
      INDENTURE WITNESSETH: 

     

    For
      and
      in consideration of the premises and the purchase of the Securities by the
      Holders thereof, it is mutually agreed, for the equal and proportionate benefit
      of all Holders of the Securities of a Series thereof, as follows: 

     

    ARTICLE
      1

     

    DEFINITIONS
      AND INCORPORATION BY REFERENCE

     

    
      	
              1.1.

            	
              DEFINITIONS.

            


    

     

    “Affiliate”
      of any specified Person means any other Person which directly or indirectly
      through one or more intermediaries controls, or is controlled by, or is under
      common control with, such specified Person. For the purposes of this definition,
      “control” (including, with correlative meanings, the terms “controlling,”
“controlled by,” and “under common control with”), as used with respect to any
      Person, means the possession, directly or indirectly, of the power to direct
      or
      cause the direction of the management or policies of such Person, whether
      through the ownership of voting securities, by agreement or otherwise.


     

    “Agent”
      means any Registrar, Paying Agent, co-registrar or agent for service of notices
      and demands. 

     

    “Board
      of
      Directors” means the Board of Directors of the Company or any committee duly
      authorized to act therefor. 

     

    “Board
      Resolution” means a copy of a resolution certified pursuant to an Officers’
Certificate to have been duly adopted by the Board of Directors of the Company
      and to be in full force and effect on the date of such certification and
      delivered to the Trustee. 

     

    “Capital
      Stock” means, with respect to any Person, any and all shares or other
      equivalents (however designated) of capital stock, partnership interests or
      any
      other participation, right or other interest in the nature of an equity interest
      in such Person or any option, warrant or other security convertible into any
      of
      the foregoing. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Company”
      means the party named as such in the first paragraph of this Indenture until
      a
      successor replaces such party pursuant to Article 5 of this Indenture and
      thereafter means the successor and any other primary obligor on the Securities.
      

     

    “Company
      Order” means a written order signed in the name of the Company by two Officers,
      one of whom must be its Chief Executive Officer or its Chief Financial Officer.
      

     

    “Company
      Request” means any written request signed in the name of the Company by its
      Chief Executive Officer, its President, any Vice President, its Chief Financial
      Officer or its Treasurer and attested to by the Secretary or any Assistant
      Secretary of the Company. 

     

    “Corporate
      Trust Office” means the office of the Trustee at which at any particular time
      its corporate trust business shall be principally administered. 

     

    “Default”
      means any event that is, or with the passing of time or giving of notice or
      both
      would be, an Event of Default. 

     

    “Depository”
      means, with respect to the Securities of any Series issuable or issued in whole
      or in part in the form of one or more Global Securities, the Person designated
      as Depository for such Series by the Company, which Depository shall be a
      clearing agency registered under the Exchange Act, until a successor Depository
      shall have become such pursuant to the applicable provisions of this Indenture,
      and thereafter “Depository” shall mean each Person who is then a Depository
      hereunder, and if at any time there is more than one such Person, such Persons.
      

     

    “Dollars”
      means the currency of the United States of America. 

     

    “Euro”
      means the single currency to be introduced at the start of the third stage
      of
      economic and monetary union pursuant to the treaty establishing the European
      Economic Community, as amended by the Treaty on European Union signed at
      Maastricht on February 7, 1992. 

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended. 

     

    “Foreign
      Currency” means any currency or currency unit issued by a government other than
      the government of the United States of America. 

     

    “Foreign
      Government Obligations” means with respect to Securities of any Series that are
      denominated in a Foreign Currency, (i) direct obligations of the government
      that
      issued or caused to be issued such currency for the payment of which obligations
      its full faith and credit is pledged or (ii) obligations of a Person controlled
      or supervised by or acting as an agency or instrumentality of such government
      the timely payment of which is unconditionally guaranteed as a full faith and
      credit obligation by such government, which, in either case under clauses (i)
      or
      (ii), are not callable or redeemable at the option of the issuer thereof.


     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    “GAAP”
      means generally accepted accounting principles consistently applied as in effect
      in the United States from time to time. 

     

    “Global
      Security” or “Global Securities” means a Security or Securities, as the case may
      be, in the form established pursuant to Section 2.2, evidencing all or part
      of a
      Series of Securities issued to the Depository for such Series or its nominee,
      and registered in the name of such Depository or nominee, and bearing the legend
      set forth in Section 2.15(c) (or such legend as may be specified as contemplated
      by Section 2.2 for such Securities). 

     

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

     

    “Indebtedness”
      means (without duplication), with respect to any Person, any indebtedness at
      any
      time outstanding, secured or unsecured, contingent or otherwise, which is for
      borrowed money (whether or not the recourse of the lender is to the whole of
      the
      assets of such Person or only to a portion thereof), or evidenced by bonds,
      notes, debentures or similar instruments or representing the balance deferred
      and unpaid of the purchase price of any property (excluding any balances that
      constitute accounts payable or trade payables, and other accrued liabilities
      arising in the ordinary course of business) if and to the extent any of the
      foregoing indebtedness would appear as a liability upon a balance sheet of
      such
      Person prepared in accordance with GAAP. 

     

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

     

    “Interest
      Payment Date” when used with respect to any Security, means the Stated Maturity
      of an installment of interest on such Security. 

     

    “Lien”
      means, with respect to any property or assets of any Person, any mortgage or
      deed of trust, pledge, hypothecation, assignment, deposit arrangement, security
      interest, lien, charge, easement, encumbrance, preference, priority, or other
      security agreement or preferential arrangement of any kind or nature whatsoever
      on or with respect to such property or assets (including, without limitation,
      any capitalized lease obligation, conditional sales, or other title retention
      agreement having substantially the same economic effect as any of the
      foregoing). 

     

    “Maturity”
      when used with respect to any Security, means the date on which the principal
      of
      such Security or an installment of principal becomes due and payable as therein
      or herein provided, whether at the Stated Maturity or by declaration of
      acceleration, call for redemption, notice of option to elect payment or
      otherwise. 

     

    “Officer”
      means the Chief Executive Officer, the President, any Vice President, the Chief
      Financial Officer, the Treasurer or the Secretary of the Company or any other
      officer designated by the Board of Directors, as the case may be. 

     

    “Officers’
      Certificate” means, with respect to any Person, a certificate signed by the
      Chairman, Chief Executive Officer, the President or any Senior or Executive
      Vice
      President, and the Chief Financial Officer or any Treasurer of such Person
      that
      shall comply with applicable provisions of this Indenture. 

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

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

     

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


     

    “Redemption
      Date,” when used with respect to any Security of a Series to be redeemed, means
      the date fixed for such redemption pursuant to this Indenture. 

     

    “Responsible
      Officer” when used with respect to the Trustee, means any officer within the
      corporate trust department or division of the Trustee (or any successor group
      of
      the Trustee) or any other officer of the Trustee customarily performing
      functions similar to those performed by any of the above designated officers
      and
      also means, with respect to a particular corporate trust matter, any other
      officer to whom such matter is referred because of his knowledge of and
      familiarity with the particular subject. 

     

    “SEC”
      means the United States Securities and Exchange Commission as constituted from
      time to time or any successor performing substantially the same functions.
      

     

    “Securities”
      means the securities that are issued under this Indenture, as amended or
      supplemented from time to time pursuant to this Indenture. 

     

    “Securities
      Act” means the Securities Act of 1933, as amended. 

     

    “Series”
      or “Series of Securities” means each series of debentures, notes or other debt
      instruments of the Company created pursuant to Sections 2.1 or 2.2 hereof.
      

     

    “Significant
      Subsidiary” means (i) any direct or indirect Subsidiary of the Company that
      would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of
      Regulation S-X, promulgated pursuant to the Securities Act, as such regulation
      is in effect on the date hereof, or (ii) any group of direct or indirect
      Subsidiaries of the Company that, taken together as a group, would be a
“significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X,
      promulgated pursuant to the Securities Act, as such regulation is in effect
      on
      the date hereof. 

     

    “Stated
      Maturity,” when used with respect to any Security or any installment of
      principal thereof or interest thereon means, the date specified in such Security
      as the fixed date on which the principal of such Security or such installment
      of
      principal or interest is due and payable, and when used with respect to any
      other Indebtedness, means the date specified in the instrument governing such
      Indebtedness as the fixed date on which the principal of such Indebtedness,
      or
      any installment of interest thereon, is due and payable. 

     

    “Subsidiary”
      of any specified Person means any corporation, limited liability company,
      partnership, joint venture, association or other business entity, whether now
      existing or hereafter organized or acquired, (i) in the case of a corporation,
      of which more than 50% of the total voting power of the Capital Stock entitled
      (without regard to the occurrence of any contingency) to vote in the election
      of
      directors thereof is held, directly or indirectly by such Person or any of
      its
      Subsidiaries; or (ii) in the case of a partnership, joint venture, association
      or other business entity, with respect to which such Person or any of its
      Subsidiaries has the power to direct or cause the direction of the management
      and policies of such entity by contract or otherwise or if in accordance with
      GAAP such entity is consolidated with such Person for financial statement
      purposes. 

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    “TIA”
      means the Trust Indenture Act of 1939 (15 U.S. Code Section 77aaa-77bbbb) as
      in
      effect on the date of this Indenture (except as provided in Section 8.3 hereof).
      

     

    “Trustee”
      means the party named as such in this Indenture until a successor replaces
      it
      pursuant to this Indenture and thereafter means the successor, and if at any
      time there is more than one such Person, “Trustee” as used with respect to the
      Securities of any Series shall mean the Trustee with respect to Securities
      of
      that Series. 

     

    “U.S.
      Government Obligations” means direct non-callable obligations of, or
      non-callable obligations guaranteed by, the United States of America for the
      payment of which obligation or guarantee the full faith and credit of the United
      States of America is pledged. 

     

    
      	
              1.2.

            	
              OTHER
                DEFINITIONS.

            


    

     

    The
      definitions of the following terms may be found in the sections indicated as
      follows: 

     

    
      	
              TERM

            	 	
              DEFINED
                IN SECTION

            
	
              “Bankruptcy
                Law”

            	 	
              6.1

            
	
              “Business
                Day”

            	 	
              10.7

            
	
              “Covenant
                Defeasance”

            	 	
              9.3

            
	
              “Custodian”

            	 	
              6.1

            
	
              “Event
                of Default”

            	 	
              6.1

            
	
              “Journal”

            	 	
              10.15

            
	
              “Judgment
                Currency”

            	 	
              10.16

            
	
              “Legal
                Defeasance”

            	 	
              9.2

            
	
              “Legal
                Holiday”

            	 	
              10.7

            
	
              “Market
                Exchange Rate”

            	 	
              10.15

            
	
              “New
                York Banking Day”

            	 	
              10.16

            
	
              “New
                York Paying Agent”

            	 	
              2.4

            
	
              “Paying
                Agent”

            	 	
              2.4

            
	
              “Place
                of Payment”

            	 	
              10.7

            
	
              “Registrar”

            	 	
              2.4

            
	
              “Required
                Currency”

            	 	
              10.16

            
	
              “Service
                Agent”

            	 	
              2.4

            


    

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    
      	
              1.3.

            	
              INCORPORATION
                BY REFERENCE OF TRUST INDENTURE
                ACT.

            


    

     

    Whenever
      this Indenture refers to a provision of the TIA, the portion of such provision
      required to be incorporated herein in order for this Indenture to be qualified
      under the TIA is incorporated by reference in and made a part of this Indenture.
      The following TIA terms used in this Indenture have the following meanings:
      

     

    “Commission”
      means the SEC. 

     

    “indenture
      securities” means the Securities. 

     

    “indenture
      securityholder” means a Holder or Securityholder. 

     

    “indenture
      to be qualified” means this Indenture. 

     

    “indenture
      trustee” or “institutional trustee” means the Trustee. 

     

    “obligor
      on the indenture securities” means the Company. 

     

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

     

    
      	
              1.4.

            	
              RULES
                OF CONSTRUCTION.

            


    

     

    Unless
      the context otherwise requires:

     

    (1) a
      term
      has the meaning assigned to it herein, whether defined expressly or by
      reference;

     

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

     

    (3) “or”
is
      not exclusive;

     

    (4) words
      in
      the singular include the plural, and in the plural include the
      singular;

     

    (5) words
      used herein implying any gender shall apply to each gender; and

     

    (6) the
      words
“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.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      2

     

    THE
      SECURITIES

     

    
      	
              2.1.

            	
              ISSUABLE
                IN SERIES.

            


    

     

    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. All Securities of a Series shall be identical except as may be set
      forth
      in a Board Resolution, a supplemental indenture or an Officers’ Certificate
      detailing the adoption of the terms thereof pursuant to the authority granted
      under a Board Resolution. In the case of Securities of a Series to be issued
      from time to time, the Board Resolution, Officers’ Certificate or supplemental
      indenture may provide for the method by which specified terms (such as interest
      rate, Stated Maturity, record date or date from which interest shall accrue)
      are
      to be determined. Securities may differ between Series in respect of any
      matters, provided that all Series of Securities shall be equally and ratably
      entitled to the benefits of the Indenture. 

     

    
      	
              2.2.

            	
              ESTABLISHMENT
                OF TERMS OF SERIES OF SECURITIES.

            


    

     

    At
      or
      prior to the issuance of any Securities within a Series, the following shall
      be
      established (as to the Series generally, in the case of Subsection 2.2(1) and
      either as to such Securities within the Series or as to the Series generally
      in
      the case of Subsections 2.2(2) through 2.2(24) by a Board Resolution, a
      supplemental indenture or an Officers’ Certificate, in each case, pursuant to
      authority granted under a Board Resolution: 

     

    
      (1) the
        title
        of the Series (which shall distinguish the Securities of that particular
        Series
        from the Securities of any other Series); 

       

      (2) any
        limit
        upon the aggregate principal amount of the Securities of the Series which
        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 the Series pursuant to Section 2.7,
        2.8,
        2.11, 3.6 or 8.5); 

       

      (3) the
        price
        or prices (expressed as a percentage of the principal amount thereof) at
        which
        the Securities of the Series will be issued;

       

      (4) the
        date
        or dates on which the principal of the Securities of the Series is payable;
        

       

      (5) the
        rate
        or rates (which may be fixed or variable) per annum or, if applicable, the
        method used to determine such rate or rates (including, but not limited to,
        any
        commodity, commodity index, stock exchange index or financial index) at which
        the Securities of the Series shall bear interest, if any, the date or dates
        from
        which such interest, if any, shall accrue, the date or dates on which such
        interest, if any, shall commence and be payable and any regular record date
        for
        the interest payable on any Interest Payment Date; 

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

       

      (6) the
        place
        or places where the principal of and interest and premium, if any, on the
        Securities of the Series shall be payable, or the method of such payment,
        if by
        wire transfer, mail or other means; 

       

      (7) if
        applicable, the period or periods within which, the price or prices at which
        and
        the terms and conditions upon which the 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 the Securities of
        the
        Series pursuant to any sinking fund or analogous provisions or at the option
        of
        a Holder thereof and the period or periods within which, the price or prices
        at
        which and the terms and conditions upon which Securities of the Series shall
        be
        redeemed or purchased, in whole or in part, pursuant to such obligation;
        

       

      (9) the
        dates, if any, on which and the price or prices at which the Securities of
        the
        Series will be repurchased by the Company at the option of the Holders thereof
        and other detailed terms and provisions of such repurchase obligations;


       

      (10) if
        other
        than denominations of $1,000 and any integral multiple thereof, the
        denominations in which the Securities of the Series shall be issuable;


       

      (11) the
        forms
        of the Securities of the Series in bearer (if to be issued outside of the
        United
        States) or fully registered form (and, if in fully registered form, whether
        the
        Securities will be issuable as Global Securities); 

       

      (12) if
        other
        than the principal amount thereof, the portion of the principal amount of
        the
        Securities of the Series that shall be payable upon declaration of acceleration
        of the Maturity thereof pursuant to Section 6.2; 

       

      (13) the
        currency of denomination of the Securities of the Series, which may be Dollars
        or any Foreign Currency, including, but not limited to, the Euro, and if
        such
        currency of denomination is a composite currency other than the Euro, the
        agency
        or organization, if any, responsible for overseeing such composite currency;
        

       

      (14) the
        designation of the currency, currencies or currency units in which payment
        of
        the principal of and interest and premium, if any, on the Securities of the
        Series will be made; 

       

      (15) if
        payments of principal of or interest or premium, if any, on the Securities
        of
        the Series are to be made in one or more currencies or currency units other
        than
        that or those in which such Securities are denominated, the manner in which
        the
        exchange rate with respect to such payments will be determined; 

       

      (16) the
        manner in which the amounts of payment of principal of or interest and premium,
        if any, on the Securities of the Series will be determined, if such amounts
        may
        be determined by reference to an index based on a currency or currencies
        or by
        reference to a commodity, commodity index, stock exchange index or financial
        index;

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

      (17) the
        provisions, if any, relating to any collateral provided for the Securities
        of
        the Series; 

       

      (18) any
        addition to or change in the covenants set forth in Articles 4 or 5 that
        applies
        to Securities of the Series; 

       

      (19) any
        addition to or change in the Events of Default which applies to any Securities
        of the Series and any change in the right of the Trustee or the requisite
        Holders of such Securities to declare the principal amount thereof due and
        payable pursuant to Section 6.2;

       

      (20) the
        terms
        and conditions, if any, for conversion of the Securities into or exchange
        of the
        Securities for shares of common stock or preferred stock of the Company that
        apply to Securities of the Series;

       

      (21) any
        depositories, interest rate calculation agents, exchange rate calculation
        agents
        or other agents with respect to Securities of such Series if other than those
        appointed herein; 

       

      (22) the
        terms
        and conditions, if any, upon which the Securities shall be subordinated in
        right
        of payment to other Indebtedness of the Company;

       

      (23) if
        applicable, that the Securities of the Series, in whole or any specified
        part,
        shall be defeasible pursuant to Article 9; and 

       

      (24) any
        other
        terms of the Securities of the Series (which terms shall not be inconsistent
        with the provisions of this Indenture, except as permitted by Section 8.1,
        but
        which may modify or delete any provision of this Indenture insofar as it
        applies
        to such Series). 

       

    

    All
      Securities of any one Series need not be issued at the same time and may be
      issued from time to time, consistent with the terms of this Indenture, if so
      provided by or pursuant to the Board Resolution, supplemental indenture or
      Officers’ Certificate referred to above, and the authorized principal amount of
      any Series may not be increased to provide for issuances of additional
      Securities of such Series, unless otherwise provided in such Board Resolution,
      supplemental indenture or Officers’ Certificate. 

     

    
      	
              2.3.

            	
              EXECUTION
                AND AUTHENTICATION.

            


    

     

    The
      Securities shall be executed on behalf of the Company by two Officers of the
      Company or an Officer and an Assistant Secretary of the Company. Each such
      signature may be either manual or facsimile. The Company’s seal may be
      impressed, affixed, imprinted or reproduced on the Securities and may be in
      facsimile form. 

     

    If
      an
      Officer whose signature is on a Security no longer holds that office at the
      time
      the Security is authenticated, the Security shall nevertheless be valid.


     

    A
      Security shall not be valid until authenticated by the manual signature of
      the
      Trustee or an authenticating agent. The signature shall be conclusive evidence
      that the Security has been authenticated under this Indenture. The Trustee
      shall
      at any time, and from time to time, authenticate Securities for original issue
      in the principal amount provided in the Board Resolution, supplemental indenture
      hereto or Officers’ Certificate, upon receipt by the Trustee of a Company Order.
      Such Company Order may authorize authentication and delivery pursuant to oral
      or
      electronic instructions from the Company or its duly authorized agent or agents,
      which oral instructions shall be promptly confirmed in writing. Each Security
      shall be dated the date of its authentication. 

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    The
      aggregate principal amount of Securities of any Series outstanding at any time
      may not exceed any limit upon the maximum principal amount for such Series
      set
      forth in the Board Resolution, supplemental indenture hereto or Officers’
Certificate delivered pursuant to Section 2.2, except as provided in Section
      2.8. 

     

    Prior
      to
      the issuance of Securities of any Series, the Trustee shall have received and
      (subject to Section 7.2) shall be fully protected in relying on: (a) the Board
      Resolution, supplemental indenture hereto or Officers’ Certificate establishing
      the form of the Securities of that Series or of Securities within that Series
      and the terms of the Securities of that Series or of Securities within that
      Series, (b) an Officers’ Certificate complying with Section 10.4, and (c) an
      Opinion of Counsel complying with Section 10.4. 

     

    The
      Trustee shall have the right to decline to authenticate and deliver any
      Securities of such Series: (a) if the Trustee, being advised in writing by
      outside counsel, determines that such action may not lawfully be taken; or
      (b)
      if the Trustee in good faith by its board of directors or trustees, executive
      committee or a trust committee of directors and/or vice-presidents shall
      reasonably determine that such action would expose the Trustee to personal
      liability, or cause it to have a conflict of interest with respect to Holders
      of
      any then outstanding Series of Securities. 

     

    The
      Trustee may appoint an authenticating agent acceptable to the Company to
      authenticate Securities. An authenticating agent may authenticate Securities
      whenever the Trustee may do so. Any appointment shall be evidenced by instrument
      signed by an authorized officer of the Trustee, a copy of which shall be
      furnished to the Company. Each reference in this Indenture to authentication
      by
      the Trustee includes authentication by such agent. An authenticating agent
      has
      the same rights as an Agent to deal with the Company or an Affiliate of the
      Company. 

     

    
      	
              2.4.

            	
              REGISTRAR
                AND PAYING AGENT.

            


    

     

    The
      Company shall maintain in each Place of Payment for any Series of Securities
      (i)
      an office or agency where such Securities may be presented for registration
      of
      transfer or for exchange (“Registrar”), (ii) an office or agency where such
      Securities may be presented for payment (“Paying Agent”), and PROVIDED, FURTHER,
      that at the option of the Company payment of interest may be made by check
      mailed to the address of the Person entitled thereto as such address shall
      appear in the register for the Securities maintained by the Registrar, and
      (iii)
      an office or agency where notices and demands to or upon the Company in respect
      of the Securities and this Indenture may be served (“Service Agent”). The
      Registrar shall keep a register of the Securities and of their transfer and
      exchange. The Company may have one or more co-registrars and one or more
      additional paying agents. The Company shall give prompt written notice to the
      Trustee of the location, and any change in the location, of such office or
      agency. If at any time the Company shall fail to maintain any such required
      office or to furnish the Trustee with the address thereof, such presentations,
      surrenders, notices and demands may be made or served at the address of the
      Trustee as set forth in Section 10.2. If the Company acts as Paying Agent,
      it
      shall segregate the money held by it for the payment of principal of and
      premium, if any, and interest on the Securities and hold it as a separate trust
      fund. The Company may change any Paying Agent, Registrar or co-registrar without
      notice to any Securityholder. 

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

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

     

    The
      Company shall enter into an appropriate agency agreement with any Registrar
      or
      Paying Agent not a party to this Indenture. The agreement shall implement the
      provisions of this Indenture that relate to such Agent. The Company shall notify
      the Trustee of the name and address of any such Agent. If the Company fails
      to
      maintain a Registrar or Paying Agent, or agent for service of notices and
      demands, or fails to give the foregoing notice, the Trustee shall act as such.
      The Company hereby appoints the Trustee as the initial Registrar, Paying Agent
      and Service Agent for each Series unless another Registrar, Paying Agent or
      Service Agent, as the case may be, is appointed prior to the time Securities
      of
      that Series are first issued. The Company hereby initially designates the
      Corporate Trust Office of the Trustee as such office of the Company.


     

    
      	
              2.5.

            	
              PAYING
                AGENT TO HOLD ASSETS IN TRUST.

            


    

     

    The
      Trustee as Paying Agent shall, and the Company shall require each Paying Agent
      other than the Trustee to agree in writing that each Paying Agent shall hold
      in
      trust for the benefit of the Holders of any Series of Securities or the Trustee
      all assets held by the Paying Agent for the payment of principal of, or interest
      or premium (if any) on, such Series of Securities (whether such assets have
      been
      distributed to it by the Company or any other obligor on such Series of
      Securities), and the Company and the Paying Agent shall notify the Trustee
      in
      writing of any Default by the Company (or any other obligor on such Series
      of
      Securities) in making any such payment. The Company at any time may require
      a
      Paying Agent to distribute all assets held by it to the Trustee and account
      for
      any assets disbursed and the Trustee may at any time during the continuance
      of
      any payment default with respect to any Series of Securities, upon written
      request to a Paying Agent, require such Paying Agent to distribute all assets
      held by it to the Trustee and to account for any assets distributed. Upon
      distribution to the Trustee of all assets that shall have been delivered by
      the
      Company to the Paying Agent, the Paying Agent shall have no further liability
      for such assets. 

     

    
      	
              2.6.

            	
              SECURITYHOLDER
                LISTS.

            


    

     

    The
      Trustee shall preserve in as current a form as is reasonably practicable the
      most recent list available to it of the names and addresses of Securityholders
      of each Series of Securities. If the Trustee is not the Registrar, the Company
      shall furnish to the Trustee as of each regular record date for the payment
      of
      interest on the Securities of a Series and before each related Interest Payment
      Date, and at such other times as the Trustee may request in writing, a list
      in
      such form and as of such date as the Trustee may reasonably require of the
      names
      and addresses of Securityholders of each Series of Securities. 

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    
      	
              2.7.

            	
              TRANSFER
                AND EXCHANGE.

            


    

     

    When
      Securities of a Series are presented to the Registrar with a request to register
      the transfer thereof, the Registrar shall register the transfer as requested
      if
      the requirements of applicable law are met, and when such Securities of a Series
      are presented to the Registrar with a request to exchange them for an equal
      principal amount of other authorized denominations of Securities of the same
      Series, the Registrar shall make the exchange as requested. To permit transfers
      and exchanges, upon surrender of any Security for registration of transfer
      at
      the office or agency maintained pursuant to Section 2.4 hereof, the Company
      shall execute and the Trustee shall authenticate Securities at the Registrar’s
      request. 

     

    If
      Securities are issued as Global Securities, the provisions of Section 2.15
      shall
      apply. 

     

    All
      Securities issued upon any registration of transfer or exchange of Securities
      shall be the valid obligations of the Company, evidencing the same debt, and
      entitled to the same benefits under this Indenture, as the Securities
      surrendered upon such registration of transfer or exchange. 

     

    Every
      Security presented or surrendered for registration of transfer or for exchange
      shall (if so required by the Company or the Registrar or a co-Registrar) be
      duly
      endorsed, or be accompanied by a written instrument of transfer in form
      satisfactory to the Company and the Registrar or a co-Registrar, duly executed
      by the Holder thereof or his attorney duly authorized in writing. 

     

    Any
      exchange or transfer shall be without charge, except that the Company may
      require payment by the Holder of a sum sufficient to cover any tax or other
      governmental charge that may be imposed in relation to a transfer or exchange,
      but this provision shall not apply to any exchange pursuant to Section 2.11,
      3.6
      or 8.5 hereof. The Trustee shall not be required to register transfers of
      Securities of any Series or to exchange Securities of any Series for a period
      of
      15 days before the record date for selection for redemption of such Securities.
      The Trustee shall not be required to exchange or register transfers of
      Securities of any Series called or being called for redemption in whole or
      in
      part, except the unredeemed portion of such Security being redeemed in part.
      

     

    
      	
              2.8.

            	
              REPLACEMENT
                SECURITIES.

            


    

     

    If
      a
      mutilated Security is surrendered to the Trustee or if the Holder of a Security
      presents evidence to the satisfaction of the Company and the Trustee that the
      Security has been lost, destroyed or wrongfully taken, the Company shall issue
      and the Trustee shall authenticate a replacement Security of the same Series
      and
      of like tenor and principal amount and bearing a number not contemporaneously
      outstanding. An indemnity bond may be required by the Company or the Trustee
      that is sufficient in the reasonable judgment of the Company or the Trustee,
      as
      the case may be, to protect the Company, the Trustee or any Agent from any
      loss
      which any of them may suffer if a Security is replaced. The Company may charge
      such Holder for its out-of-pocket expenses in replacing a Security, including
      the fees and expenses of the Trustee. Every replacement Security shall
      constitute an original additional obligation of the Company, whether or not
      the
      destroyed, lost or stolen Security shall be at any time enforceable by anyone,
      and shall be entitled to all the benefits of this Indenture equally and
      proportionately with any and all other Securities of that Series duly issued
      hereunder. 

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    
      	
              2.9.

            	
              OUTSTANDING
                SECURITIES.

            


    

     

    Securities
      outstanding at any time are all Securities authenticated by the Trustee except
      for those canceled by it, those delivered to it for cancellation, and those
      described in this Section 2.9 as not outstanding. 

     

    If
      a
      Security is replaced pursuant to Section 2.8 (other than a mutilated Security
      surrendered for replacement), it ceases to be outstanding until the Company
      and
      the Trustee receive proof satisfactory to each of them that the replaced
      Security is held by a bona fide purchaser. A mutilated Security ceases to be
      outstanding upon surrender of such Security and replacement thereof pursuant
      to
      Section 2.8. 

     

    If
      a
      Paying Agent holds on a Redemption Date or the Stated Maturity money sufficient
      to pay the principal of, premium, if any, and accrued interest on Securities
      payable on that date and is not prohibited from paying such money to the Holders
      thereof pursuant to the terms of this Indenture (PROVIDED that, if such
      Securities are to be redeemed, notice of such redemption has been duly given
      pursuant to this Indenture or provision therefor satisfactory to the Trustee
      has
      been made), then on and after that date such Securities cease to be outstanding
      and interest on them ceases to accrue. 

     

    A
      Security does not cease to be outstanding solely because the Company or an
      Affiliate holds the Security. 

     

    
      	
              2.10.

            	
              WHEN
                TREASURY SECURITIES DISREGARDED; DETERMINATION OF HOLDERS’
                ACTION.

            


    

     

    In
      determining whether the Holders of the required aggregate principal amount
      of
      the Securities of any Series have concurred in any direction, waiver or consent,
      the Securities of any Series owned by the Company or any other obligor on such
      Securities or by any Affiliate of any of them shall be disregarded, except
      that
      for the purposes of determining whether the Trustee shall be protected in
      relying on any such direction, waiver or consent, only Securities of such Series
      which the Trustee actually knows are so owned shall be so disregarded.
      Securities of such Series so owned which have been pledged in good faith shall
      not be disregarded if the pledgee establishes to the satisfaction of the Trustee
      the pledgee’s right so to act with respect to the Securities of such Series and
      that the pledgee is not the Company or any other obligor upon the Securities
      of
      such Series or any Affiliate of any of them. 

     

    
      	
              2.11.

            	
              TEMPORARY
                SECURITIES.

            


    

     

    Until
      definitive Securities are ready for delivery, the Company may prepare and
      execute and the Trustee shall authenticate temporary Securities. Temporary
      Securities shall be substantially in the form, and shall carry all rights,
      of
      definitive Securities but may have variations that the Company considers
      appropriate for temporary Securities. Without unreasonable delay, the Company
      shall prepare and execute and the Trustee shall authenticate definitive
      Securities in exchange for temporary Securities presented to it without charge
      to the Holder. 

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    
      
        	
                2.12.

              	
                CANCELLATION.

              


      

       

      All
        Securities surrendered for payment, redemption, registration of transfer
        or
        exchange or for credit against any sinking fund payment shall, if surrendered
        to
        any Person other than the Trustee, be delivered to the Trustee for cancellation.
        The Company may at any time deliver to the Trustee for cancellation any
        Securities previously authenticated and delivered hereunder which the Company
        may have acquired in any manner whatsoever, and may deliver to the Trustee
        (or
        to any other Person for delivery to the Trustee) for cancellation any Securities
        previously authenticated hereunder which the Company has not issued and sold.
        The Registrar and the Paying Agent shall forward to the Trustee any Securities
        surrendered to them for transfer, exchange or payment. The Trustee or, at
        the
        direction of the Trustee, the Registrar or the Paying Agent, and no one else,
        shall cancel and at the written request of the Company, shall dispose of
        all
        Securities surrendered for transfer, exchange, payment or cancellation. If
        the
        Company shall acquire any of the Securities, such acquisition shall not operate
        as a redemption or satisfaction of the Indebtedness represented by such
        Securities unless and until the same are surrendered to the Trustee for
        cancellation pursuant to this Section 2.12. No Securities shall be authenticated
        in lieu of or in exchange for any Securities cancelled as provided in this
        Section 2.12, except as expressly permitted by this Indenture. 

       

      
        	
                2.13.

              	
                PAYMENT
                  OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF
                  INTEREST.

              


      

       

      Except
        as
        otherwise provided as contemplated by Section 2.2 with respect to any Series
        of
        Securities, interest on any Security which is payable, and is punctually
        paid or
        duly provided for, on any Interest Payment Date shall be paid to the Person
        in
        whose name that Security is registered at the close of business on the regular
        record date for such interest, as provided in the Board Resolution, supplemental
        indenture hereto or Officers’ Certificate establishing the terms of such Series.


       

      If
        the
        Company defaults in a payment of interest on the Securities, it shall pay
        the
        defaulted amounts, plus any interest payable on defaulted amounts pursuant
        to
        Section 4.1 hereof, to the Persons who are Securityholders on a subsequent
        special record date, which date shall be the fifteenth day next preceding
        the
        date fixed by the Company for the payment of defaulted interest or the next
        succeeding Business Day if such date is not a Business Day. At least 15 days
        before the special record date, the Company shall mail or cause to be mailed
        to
        each Securityholder, with a copy to the Trustee, a notice that states the
        special record date, the payment date, and the amount of defaulted interest,
        and
        interest payable on such defaulted interest, if any, to be paid. 

       

      Except
        as
        otherwise specified as contemplated by Section 2.2 for Securities of any
        Series,
        interest on the Securities of each Series shall be computed on the basis
        of a
        360-day year of twelve 30-day months. 

       

      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      

       

      
        	
                2.14.

              	
                CUSIP
                  NUMBER.

              


      

       

      The
        Company in issuing the Securities may use one or more “CUSIP” numbers, and if
        so, the Trustee shall use the CUSIP number(s) in notices of redemption or
        exchange as a convenience to Holders, PROVIDED that any such notice may state
        that no representation is made as to the correctness or accuracy of the CUSIP
        number(s) printed in the notice or on the Securities, and that reliance may
        be
        placed only on the other identification numbers printed on the Securities
        and
        any such redemption shall not be affected by any defect in or omission of
        any
        such numbers. 

       

      
        	
                2.15.

              	
                PROVISIONS
                  FOR GLOBAL SECURITIES.

              


      

       

      (a) A
        Board
        Resolution, a supplemental indenture hereto or an Officers’ Certificate shall
        establish whether the Securities of a Series shall be issued in whole or
        in part
        in the form of one or more Global Securities and the Depository for such
        Global
        Securities or Securities. 

       

      (b) Notwithstanding
        any provisions to the contrary contained in Section 2.7 of the Indenture
        and in
        addition thereto, if, and only if the Depository (i) at any time is unwilling
        or
        unable to continue as Depository for such Global Security or ceases to be
        a
        clearing agency registered under the Exchange Act and (ii) a successor
        Depository is not appointed by the Company within 90 days after the date
        the
        Company is so informed in writing or becomes aware of the same, the Company
        promptly will execute and deliver to the Trustee definitive Securities, and
        the
        Trustee, upon receipt of a Company Request for the authentication and delivery
        of such definitive Securities (which the Company will promptly execute and
        deliver to the Trustee) and an Officers’ Certificate to the effect that such
        Global Security shall be so exchangeable, will authenticate and deliver
        definitive Securities, without charge, registered in such names and in such
        authorized denominations as the Depository shall direct in writing (pursuant
        to
        instructions from its direct and indirect participants or otherwise) in an
        aggregate principal amount equal to the principal amount of the Global Security
        with like tenor and terms. Upon the exchange of a Global Security for definitive
        Securities, such Global Security shall be canceled by the Trustee. Unless
        and
        until it is exchanged in whole or in part for definitive Securities, as provided
        in this Section 2.15(b), a Global Security may not be transferred except
        as a
        whole by the Depository with respect to such Global Security to a nominee
        of
        such Depository, by a nominee of such Depository to such Depository or another
        nominee of such Depository or by the Depository or any such nominee to a
        successor Depository or a nominee of such a successor Depository. 

       

      (c) Any
        Global Security issued hereunder shall bear a legend in substantially the
        following form: 

       

      “This
        Security is a Global Security within the meaning of the Indenture hereinafter
        referred to and is registered in the name of the Depository or a nominee
        of the
        Depository. This Security is exchangeable for Securities registered in the
        name
        of a Person other than the Depository or its nominee only in the limited
        circumstances described in the Indenture, and may not be transferred except
        as a
        whole by the Depository to a nominee of the Depository, by a nominee of the
        Depository to the Depository or another nominee of the Depository or by the
        Depository or any such nominee to a successor Depository or a nominee of
        such a
        successor Depository.” 

       

      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      

       

      (d) The
        Depository, as a Holder, may appoint agents and otherwise authorize participants
        to give or take any request, demand, authorization, direction, notice, consent,
        waiver or other action which a Holder is entitled to give or take under the
        Indenture. 

       

      (e) Notwithstanding
        the other provisions of this Indenture, unless otherwise specified as
        contemplated by Section 2.2, payment of the principal of and interest and
        premium, if any, on any Global Security shall be made to the Depository or
        its
        nominee in its capacity as the Holder thereof. 

       

      (f) Except
        as
        provided in Section 2.15(e), the Company, the Trustee and any Agent shall
        treat
        a Person as the Holder of such principal amount of outstanding Securities
        of any
        Series represented by a Global Security as shall be specified in a written
        statement of the Depository (which may be in the form of a participants’ list
        for such Series) with respect to such Global Security, for purposes of obtaining
        any consents, declarations, waivers or directions required to be given by
        the
        Holders pursuant to this Indenture, PROVIDED that until the Trustee is so
        provided with a written statement, it may treat the Depository or any other
        Person in whose name a Global Security is registered as the owner of such
        Global
        Security for the purpose of receiving payment of principal of and any premium
        and (subject to Section 2.13) any interest on such Global Security and for
        all
        other purposes whatsoever, and neither the Company, the Trustee nor any agent
        of
        the Company or the Trustee shall be affected by notice to the contrary.


       

      
        	
                2.16.

              	
                PERSONS
                  DEEMED OWNERS.

              


      

       

      Prior
        to
        due presentment of a Security for registration of transfer, the Company,
        the
        Trustee, the Registrar and any agent of the Company, the Registrar or the
        Trustee may treat the Person in whose name such Security is registered as
        the
        owner of such Security for the purpose of receiving payment of principal
        of and
        any premium and (subject to Section 2.13) any interest on such Security and
        for
        all other purposes whatsoever, and neither the Company, the Trustee, the
        Registrar nor any agent of the Company, the Registrar or the Trustee shall
        be
        affected by notice to the contrary. 

       

      ARTICLE
        3

       

      REDEMPTION

       

      
        	
                3.1.

              	
                NOTICES
                  TO TRUSTEE.

              


      

       

      The
        Company may, with respect to any Series of Securities, reserve the right
        to
        redeem and pay the Series of Securities or may covenant to redeem and pay
        the
        Series of Securities or any part thereof prior to the Stated Maturity thereof
        at
        such time and on such terms as provided for in such Securities or the related
        Board Resolution, supplemental indenture or Officers’ Certificate. If a Series
        of Securities is redeemable and the Company elects to redeem such Securities
        of
        a Series, it shall notify the Trustee of the Redemption Date and the principal
        amount of Securities to be redeemed at least 45 days (unless a shorter notice
        shall be satisfactory to the Trustee) before the Redemption Date. Any such
        notice may be canceled at any time prior to notice of such redemption being
        mailed to any Holder and shall thereby be void and of no effect. 

       

      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

      

       

      
        	
                3.2.

              	
                SELECTION
                  BY TRUSTEE OF SECURITIES TO BE
                  REDEEMED.

              


      

       

      Unless
        otherwise indicated for a particular Series of Securities by a Board Resolution,
        a supplemental indenture or an Officers’ Certificate, if fewer than all of the
        Securities of a Series are to be redeemed, the Trustee shall select the
        Securities of a Series to be redeemed pro rata, by lot or by any other method
        that the Trustee considers fair and appropriate (unless the Company specifically
        directs the Trustee otherwise) and, if such Securities are listed on any
        securities exchange, by a method that complies with the requirements of such
        exchange. 

       

      The
        Trustee shall make the selection from Securities of a Series outstanding
        and not
        previously called for redemption and shall promptly notify the Company in
        writing of the Securities selected for redemption and, in the case of any
        Security selected for partial redemption, the principal amount thereof to
        be
        redeemed at least 35 but not more than 60 days before the Redemption Date.
        Securities of a Series in denominations of $1,000 may be redeemed only in
        whole.
        The Trustee may select for redemption portions of the principal of Securities
        of
        a Series that have denominations larger than $1,000. Securities of a Series
        and
        portions of them it selects shall be in amounts of $1,000 or, with respect
        to
        Securities of any Series issuable in other denominations pursuant to Section
        2.2(10), the minimum principal denomination for each Series and integral
        multiples thereof. Provisions of this Indenture that apply to Securities
        called
        for redemption also apply to portions of Securities called for redemption.
        

       

      
        	
                3.3.

              	
                NOTICE
                  OF REDEMPTION.

              


      

       

      Unless
        otherwise indicated for a particular Series by Board Resolution, a supplemental
        indenture hereto or an Officers’ Certificate, at least 30 days, and no more than
        60 days, before a Redemption Date, the Company shall mail, or cause to be
        mailed, a notice of redemption by first-class mail to each Holder of Securities
        to be redeemed at his or her last address as the same appears on the registry
        books maintained by the Registrar. The notice shall identify the Securities
        to
        be redeemed (including the CUSIP number(s) thereof, if any) and shall state:
        

       

      (1) the
        Redemption Date;

       

      (2) the
        redemption price, and that such redemption price shall become due and payable
        on
        the Redemption Date; 

       

      (3) if
        any
        Security of a Series is being redeemed in part, the portion of the principal
        amount of such Security of a Series to be redeemed and that, after the
        Redemption Date and upon surrender of such Security of a Series, a new Security
        or Securities in principal amount equal to the unredeemed portion will be
        issued; 

       

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

       

      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

         

      

      (5) that
        Securities of a Series called for redemption must be surrendered to the Paying
        Agent to collect the redemption price, and the place or places where each
        such
        Security is to be surrendered for such payment; 

       

      (6) that,
        unless the Company defaults in making the redemption payment, interest on
        the
        Securities of a Series called for redemption ceases to accrue on the Redemption
        Date, and the only remaining right of the Holders of such Securities is to
        receive payment of the redemption price upon surrender to the Paying Agent
        of
        the Securities redeemed; 

       

      (7) if
        fewer
        than all the Securities of a Series are to be redeemed, the identification
        of
        the particular Securities of a Series (or portion thereof) to be redeemed,
        as
        well as the aggregate principal amount of Securities of a Series to be redeemed
        and the aggregate principal amount of Securities of a Series to be outstanding
        after such partial redemption. 

       

      (8) the
        CUSIP
        number, if any, printed on the Securities being redeemed; and 

       

      (9) that
        no
        representation is made as to the correctness or accuracy of the CUSIP number,
        if
        any, listed in such notice or printed on the Securities. 

       

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

       

      
        	
                3.4.

              	
                EFFECT
                  OF NOTICE OF REDEMPTION.

              


      

       

      Once
        the
        notice of redemption described in Section 3.3 is mailed, Securities of a
        Series
        called for redemption become due and payable on the Redemption Date and at
        the
        redemption price, plus interest, if any, accrued to the Redemption Date.
        Upon
        surrender to the Trustee or Paying Agent, such Securities of a Series shall
        be
        paid at the redemption price, plus accrued interest, if any, to the Redemption
        Date, PROVIDED that if the Redemption Date is after a regular interest payment
        record date and on or prior to the next Interest Payment Date, the accrued
        interest shall be payable to the Holder of the redeemed Securities registered
        on
        the relevant record date, as specified by the Company in the notice to the
        Trustee pursuant to Section 3.1 hereof. 

       

      
        	
                3.5.

              	
                DEPOSIT
                  OF REDEMPTION PRICE.

              


      

       

      On
        or
        prior to the Redemption Date (but no later than 11:00 A.M. Eastern Time on
        such
        date), the Company shall deposit with the Paying Agent money sufficient to
        pay
        the redemption price of and accrued interest, if any, on all Securities to
        be
        redeemed on that date other than Securities or portions thereof called for
        redemption on that date which have been delivered by the Company to the Trustee
        for cancellation. 

       

      On
        and
        after any Redemption Date, if money sufficient to pay the redemption price
        of
        and accrued interest on Securities called for redemption shall have been
        made
        available in accordance with the preceding paragraph and the Company and
        the
        Paying Agent are not prohibited from paying such moneys to Holders, the
        Securities called for redemption will cease to accrue interest and the only
        right of the Holders of such Securities will be to receive payment of the
        redemption price of and, subject to the proviso in Section 3.4, accrued and
        unpaid interest on such Securities to the Redemption Date. If any Security
        called for redemption shall not be so paid, interest will be paid, from the
        Redemption Date until such redemption payment is made, on the unpaid principal
        of the Security and any interest or premium (if any) not paid on such unpaid
        principal, in each case, at the rate and in the manner provided in the
        Securities. 

       

      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      

       

      
        	
                3.6.

              	
                SECURITIES
                  REDEEMED IN PART.

              


      

       

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

       

      ARTICLE
        4

       

      COVENANTS

       

      
        	
                4.1.

              	
                PAYMENT
                  OF SECURITIES.

              


      

       

      The
        Company shall pay the principal of and interest and premium, if any, on each
        Series of Securities on the dates and in the manner provided in such Securities
        and this Indenture. 

       

      An
        installment of principal or interest shall be considered paid on the date
        it is
        due if the Trustee or Paying Agent holds on that date money designated for
        and
        sufficient to pay such installment and is not prohibited from paying such
        money
        to the Holders pursuant to the terms of this Indenture or otherwise.


       

      The
        Company shall pay interest on overdue principal, and overdue interest, to
        the
        extent lawful, at the rate specified in the Series of Securities. 

       

      
        	
                4.2.

              	
                SEC
                  REPORTS.

              


      

       

      The
        Company will deliver to the Trustee within 15 days after the filing of the
        same
        with the SEC, copies of the quarterly and annual report and of the information
        documents and other reports, if any, which the Company is required to file
        with
        the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding
        that the Company may not be subject to the reporting requirements of Section
        13
        or 15(d) of the Exchange Act, the Company will file with the SEC, to the
        extent
        permitted, and provide the Trustee, with such quarterly and annual reports
        and
        such information, documents and other reports specified in Section 13 and
        15(d)
        of the Exchange Act. The Company will also comply with the other provisions
        of
        TIA Section 314(a). 

       

      
        	
                4.3.

              	
                WAIVER
                  OF STAY, EXTENSION OR USURY LAWS.

              


      

       

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

       

      
        
          
          

        

        
          -19-

          
            

          

        

        
          
          

        

      

       

      
        	
                4.4.

              	
                COMPLIANCE
                  CERTIFICATE.

              


      

       

      (a) The
        Company shall deliver to the Trustee, within 120 days after the end of each
        fiscal year of the Company, an Officers’ Certificate which complies with TIA
        Section 314(a)(4) stating that a review of the activities of the Company
        and its
        Subsidiaries during such fiscal year has been made under the supervision
        of the
        signing Officers with a view to determining whether the Company has kept,
        observed, performed and fulfilled its obligations under this Indenture, and
        further stating, as to each such Officer signing such certificate, that to
        the
        best of his or her knowledge the Company has kept, observed, performed and
        fulfilled each and every covenant contained in this Indenture and that there
        is
        no default in the performance or observance of any of the terms, provisions
        and
        conditions hereof (or, if a Default or Event of Default shall have occurred,
        describing all such Defaults or Events of Default of which he or she may
        have
        knowledge and what action the Company is taking or proposes to take with
        respect
        thereto) and that to the best of his or her knowledge no event has occurred
        and
        remains in existence by reason of which payments on account of the principal
        of
        or interest or premium, if any, on the Securities is prohibited or if such
        event
        has occurred, a description of the event and what action the Company is taking
        or proposes to take with respect thereto. 

       

      (b) (i)
        If
        any Default or Event of Default has occurred and is continuing or (ii) if
        any
        Holder seeks to exercise any remedy hereunder with respect to a claimed Default
        under this Indenture or the Securities, within five Business Days after its
        becoming aware of such occurrence the Company shall deliver to the Trustee
        an
        Officers’ Certificate specifying such event, notice or other action and what
        action the Company is taking or proposes to take with respect thereto.


       

      
        	
                4.5.

              	
                CORPORATE
                  EXISTENCE.

              


      

       

      Subject
        to Article 5 hereof, the Company shall do or cause to be done all things
        necessary to preserve and keep in full force and effect its corporate existence,
        in accordance with the organizational documents (as the same may be amended
        from
        time to time) of the Company and the rights (charter and statutory), licenses
        and franchises of the Company; PROVIDED, HOWEVER, that the Company shall
        not be
        required to preserve any such right, license or franchise, or its corporate
        existence, if the Board of Directors shall determine that the preservation
        thereof is no longer desirable in the conduct of the business of the Company
        and
        that the loss thereof is not adverse in any material respect to the Holders.
        

       

      
        
          
          

        

        
          -20-

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        5

       

      SUCCESSOR
        CORPORATION

       

      
        	
                5.1.

              	
                LIMITATION
                  ON CONSOLIDATION, MERGER AND SALE OF
                  ASSETS.

              


      

       

      (a) The
        Company will not, in any transaction or series of transactions, merge or
        consolidate with or into, or sell, assign, convey, transfer, lease or otherwise
        dispose of all or substantially all of its properties and assets (as an entirety
        or substantially as an entirety in one transaction or a series of related
        transactions), to any Person or Persons, unless at the time of and after
        giving
        effect thereto (i) either (A) if the transaction or series of transactions
        is a
        merger or consolidation, the Company shall be the surviving Person of such
        merger or consolidation, or (B) the Person formed by such consolidation or
        into
        which the Company is merged or to which the properties and assets of the
        Company
        are transferred (any such surviving Person or transferee Person being the
        “Surviving Entity”) shall be a corporation organized and existing under the laws
        of the United States of America, any state thereof or the District of Columbia
        or a corporation or comparable legal entity organized under the laws of a
        foreign jurisdiction and shall expressly assume by a supplemental indenture
        executed and delivered to the Trustee, in form reasonably satisfactory to
        the
        Trustee, all of the obligations of the Company (including, without limitation,
        the obligation to pay the principal of, and premium and interest, if any,
        on the
        Securities and the performance of the other covenants) under the Securities
        of
        each Series and this Indenture, and in each case, this Indenture shall remain
        in
        full force and effect; and (ii) immediately before and immediately after
        giving
        effect to such transaction or series of transactions on a pro forma basis
        (including, without limitation, any Indebtedness incurred or anticipated
        to be
        incurred in connection with or in respect of such transaction or series of
        transactions), no Default or Event of Default shall have occurred and be
        continuing. 

       

      (b) In
        connection with any consolidation, merger or transfer of assets contemplated
        by
        this Section 5.1, the Company shall deliver, or cause to be delivered, to
        the
        Trustee, in form and substance reasonably satisfactory to the Trustee, an
        Officers’ Certificate and an Opinion of Counsel, each stating that such
        consolidation, merger or transfer and the supplemental indenture in respect
        thereto comply with this Section 5.1 and that all conditions precedent herein
        provided for relating to such transaction or transactions have been complied
        with. 

       

      
        	
                5.2.

              	
                SUCCESSOR
                  PERSON SUBSTITUTED.

              


      

       

      Upon
        any
        consolidation or merger, or any transfer of all or substantially all of the
        assets of the Company in accordance with Section 5.1 above, the successor
        corporation formed by such consolidation or into which the Company is merged
        or
        to which such transfer is made shall succeed to, and be substituted for,
        and may
        exercise every right and power of, the Company under this Indenture with
        the
        same effect as if such successor corporation had been named as the Company
        herein, and thereafter (except with respect to any such transfer which is
        a
        lease) the predecessor corporation shall be relieved of all obligations and
        covenants under this Indenture and the Securities. 

       

      ARTICLE
        6

       

      DEFAULTS
        AND REMEDIES

       

      
        	
                6.1.

              	
                EVENTS
                  OF DEFAULT.

              


      

       

      “Events
        of Default,” wherever used herein with respect to Securities of any Series,
        means any one of the following events, unless in the establishing Board
        Resolution, supplemental indenture or Officers’ Certificate, it is provided that
        such Series shall not have the benefit of said Event of Default:

       

      (1) there
        is
        a default in the payment of any principal of, or premium, if any, on the
        Securities when the same becomes due and payable at Maturity, upon acceleration,
        redemption or otherwise; 

       

      
        
          
          

        

        
          -21-

          
            

          

        

        
          
          

        

      

       

      (2) there
        is
        a default in the payment of any interest on any Security of a Series when
        the
        same becomes due and payable and the Default continues for a period of 30
        days;


       

      (3) the
        Company defaults in the observance or performance of any other covenant in
        the
        Securities of a Series or this Indenture for 60 days after written notice
        from
        the Trustee or the Holders of not less than 25% in the aggregate principal
        amount of the Securities of such Series then outstanding which notice must
        specify the Default, demand that it be remedied and state the notice is a
        “Notice of Default”; 

       

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

       

      (A) commences
        a voluntary case, 

       

      (B) consents
        to the entry of an order for relief against it in an involuntary case,


       

      (C) consents
        to the appointment of a Custodian of it or for all or substantially all of
        its
        property, 

       

      (D) makes
        a
        general assignment for the benefit of its creditors, or 

       

      (E) generally
        is not paying its debts as they become due; 

       

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

       

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


       

      (B) appoints
        a Custodian of the Company or any Significant Subsidiary or for all or
        substantially all of the property of the Company or any Significant Subsidiary;
        or 

       

      (C) orders
        the liquidation of the Company or any Significant Subsidiary, and the order
        or
        decree remains unstayed and in effect for 90 consecutive days; or 

       

      (6) any
        other
        Event of Default provided with respect to Securities of that Series, which
        is
        specified in a Board Resolution, a supplemental indenture hereto or an Officers’
Certificate, in accordance with Section 2.2(19). 

       

      The
        term
“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law
        for the relief of debtors. The term “Custodian” means any receiver, trustee,
        assignee, liquidator or similar official under any Bankruptcy Law. 

       

      
        
          
          

        

        
          -22-

          
            

          

        

        
          
          

        

         

      

      The
        Trustee may withhold notice of any Default (except in payment of principal
        or
        premium, if any, or interest on the Securities) to the Holders of the Securities
        of any Series in accordance with Section 7.5. When a Default is cured, it
        ceases
        to exist. 

       

      
        	
                6.2.

              	
                ACCELERATION.

              


      

       

      If
        an
        Event of Default with respect to Securities of any Series at the time
        outstanding (other than an Event of Default arising under Section 6.1(4)
        or (5))
        occurs and is continuing, the Trustee by written notice to the Company, or
        the
        Holders of not less than 25% in aggregate principal amount of the Securities
        of
        that Series then outstanding may by written notice to the Company and the
        Trustee declare that the entire principal amount of all the Securities of
        that
        Series then outstanding plus accrued and unpaid interest to the date of
        acceleration are immediately due and payable, in which case such amounts
        shall
        become immediately due and payable; PROVIDED, HOWEVER, that after such
        acceleration but before a judgment or decree based on such acceleration is
        obtained by the Trustee, the Holders of a majority in aggregate principal
        amount
        of the outstanding Securities of that Series may rescind and annul such
        acceleration and its consequences if (i) all existing Events of Default,
        other
        than the nonpayment of accelerated principal, premium, if any, or interest
        that
        has become due solely because of the acceleration, have been cured or waived,
        (ii) to the extent the payment of such interest is lawful, interest on overdue
        installments of interest and overdue principal, which has become due otherwise
        than by such declaration of acceleration, has been paid and (iii) the rescission
        would not conflict with any judgment or decree. No such rescission shall
        affect
        any subsequent Default or impair any right consequent thereto. In case an
        Event
        of Default specified in Section 6.1(4) or (5) with respect to the Company
        occurs, such principal, premium, if any, and interest amount with respect
        to all
        of the Securities of that Series shall be due and payable immediately without
        any declaration or other act on the part of the Trustee or the Holders of
        the
        Securities of that Series. 

       

      
        	
                6.3.

              	
                REMEDIES.

              


      

       

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

       

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

       

      
        
          
          

        

        
          -23-

          
            

          

        

        
          
          

        

      

       

      
        	
                6.4.

              	
                WAIVER
                  OF PAST DEFAULTS AND EVENTS OF
                  DEFAULT.

              


      

       

      Subject
        to Sections 6.2, 6.7 and 8.2 hereof, the Holders of a majority in principal
        amount of the Securities of any Series then outstanding have the right to
        waive
        any existing Default or Event of Default with respect to such Series or
        compliance with any provision of this Indenture (with respect to such Series)
        or
        the Securities of such Series. Upon any such waiver, such Default with respect
        to such Series shall cease to exist, and any Event of Default with respect
        to
        such Series arising therefrom shall be deemed to have been cured for every
        purpose of this Indenture; but no such waiver shall extend to any subsequent
        or
        other Default or Event of Default or impair any right consequent thereto.
        This
        Section 6.4 shall be in lieu of TIA Section 316(a)(1)(B), and TIA Section
        316(a)(1)(B) is hereby expressly excluded from this Indenture and Section
        as
        permitted by the TIA. 

       

      
        	
                6.5.

              	
                CONTROL
                  BY MAJORITY.

              


      

       

      Subject
        to Sections 6.2, 6.7 and 8.2 hereof, the Holders of a majority in principal
        amount of the Securities of any Series then outstanding may direct the time,
        method and place of conducting any proceeding for any remedy available to
        the
        Trustee or exercising any trust or power conferred on the Trustee by this
        Indenture with respect to such Series. The Trustee, however, may refuse to
        follow any direction that conflicts with law or this Indenture or that the
        Trustee determines may be unduly prejudicial to the rights of another
        Securityholder or that may involve the Trustee in personal liability; PROVIDED
        that the Trustee may take any other action deemed proper by the Trustee which
        is
        not inconsistent with such direction. This Section 6.5 shall be in lieu of
        TIA
        Section 316(a)(1)(A), and TIA Section 316(a)(1)(A) is hereby expressly excluded
        from this Indenture and Section as permitted by the TIA. 

       

      
        	
                6.6.

              	
                LIMITATION
                  ON SUITS.

              


      

       

      Subject
        to Section 6.7 below, a Securityholder may not institute any proceeding or
        pursue any remedy with respect to this Indenture or the Securities of a Series
        unless: 

       

      (1) the
        Holder gives to the Trustee written notice of a continuing Event of Default
        with
        respect to the Securities of that Series; 

       

      (2) the
        Holders of at least 25% in aggregate principal amount of the Securities of
        such
        Series then outstanding make a written request to the Trustee to pursue the
        remedy; 

       

      (3) such
        Holder or Holders offer to the Trustee indemnity reasonably satisfactory
        to the
        Trustee against any loss, liability or expense to be incurred in compliance
        with
        such request; 

       

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

       

      (5) no
        direction inconsistent with such written request has been given to the Trustee
        during such 60-day period by the Holders of a majority in aggregate principal
        amount of the Securities of such Series then outstanding. 

       

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

       

      
        
          
          

        

        
          -24-

          
            

          

        

        
          
          

        

      

       

      
        	
                6.7.

              	
                RIGHTS
                  OF HOLDERS TO RECEIVE PAYMENT.

              


      

       

      Notwithstanding
        any other provision of this Indenture, the right of any Holder of a Security
        of
        a Series to receive payment of principal of, and premium, if any, and interest
        of the Security of such Series on or after the respective due dates expressed
        in
        the Security of such Series, or to bring suit for the enforcement of any
        such
        payment on or after such respective dates, is absolute and unconditional
        and
        shall not be impaired or affected without the consent of the Holder.


       

      
        	
                6.8.

              	
                COLLECTION
                  SUIT BY TRUSTEE.

              


      

       

      If
        an
        Event of Default in payment of principal, premium or interest specified in
        Section 6.1(1) or (2) hereof with respect to Securities of any Series at
        the
        time outstanding occurs and is continuing, the Trustee may recover judgment
        in
        its own name and as trustee of an express trust against the Company (or any
        other obligor on the Securities of that Series) for the whole amount of unpaid
        principal and premium, if any, and accrued interest remaining unpaid, together
        with interest on overdue principal and premium, if any, and, to the extent
        that
        payment of such interest is lawful, interest on overdue installments of
        interest, in each case at the rate then borne by the Securities of that Series,
        and such further amounts as shall be sufficient to cover the costs and expenses
        of collection, including the reasonable compensation, expenses, disbursements
        and advances of the Trustee, its agents and counsel, as set forth in Section
        7.7. 

       

      
        	
                6.9.

              	
                TRUSTEE
                  MAY FILE PROOFS OF CLAIM.

              


      

       

      The
        Trustee may file such proofs of claim and other papers or documents, and
        take
        other actions (including sitting on a committee of creditors) as may be
        necessary or advisable in order to have the claims of the Trustee (including
        any
        claim for the reasonable compensation, expenses, disbursements and advances
        of
        the Trustee, its agents and counsel) and the Securityholders allowed in any
        judicial proceedings relative to the Company (or any other obligor upon the
        Securities), any of their respective creditors or any of their respective
        property and shall be entitled and empowered to collect and receive any monies
        or other property payable or deliverable on any such claims and to distribute
        the same after deduction of its charges and expenses to the extent that any
        such
        charges and expenses are not paid out of the estate in any such proceedings
        and
        any custodian in any such judicial proceeding is hereby authorized by each
        Securityholder to make such payments to the Trustee, and in the event that
        the
        Trustee shall consent to the making of such payments directly to the
        Securityholders, to pay to the Trustee any amount due to it for the reasonable
        compensation, expenses, disbursements and advances of the Trustee, its agents
        and counsel, and any other amounts due the Trustee under Section 7.7 hereof.
        

       

      Nothing
        herein contained 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 a 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 proceedings.
        

       

      
        
          
          

        

        
          -25-

          
            

          

        

        
          
          

        

      

       

      
        	
                6.10.

              	
                PRIORITIES.

              


      

       

      If
        the
        Trustee collects any money pursuant to this Article 6, it shall pay out the
        money in the following order:

       

      FIRST:
        to the
        Trustee for amounts due under Section 7.7 hereof;

       

      SECOND:
        to
        Securityholders for amounts then due and unpaid for principal, premium, if
        any,
        and interest on the Securities 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 any premium and interest, respectively; and 

       

      THIRD:
        to the
        Company. 

       

      The
        Trustee may fix a record date and payment date for any payment to
        Securityholders pursuant to this Section 6.10. At least 15 days before such
        record date, the Trustee shall mail to each Securityholder a notice that
        states
        the record date, the payment date and amount to be paid. 

       

      
        	
                6.11.

              	
                UNDERTAKING
                  FOR COSTS.

              


      

       

      In
        any
        suit for the enforcement of any right or remedy under this Indenture or in
        any
        suit against the Trustee for any action taken or omitted by it as Trustee,
        a
        court in its discretion may require the filing by any party litigant in the
        suit
        of an undertaking to pay the costs of the suit, and the court in its discretion
        may assess reasonable costs, including reasonable attorneys’ fees, against any
        party litigant in the suit, having due regard to the merits and good faith
        of
        the claims or defenses made by the party litigant. This Section 6.11 does
        not
        apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7
        hereof or a suit by Holders of more than 10% in principal amount of the
        Securities of a Series then outstanding. 

       

      ARTICLE
        7

       

      TRUSTEE

       

      
        	
                7.1.

              	
                DUTIES
                  OF TRUSTEE.

              


      

       

      (a) If
        an
        Event of Default has occurred and is continuing, the Trustee shall exercise
        such
        of the rights and powers vested in it by this Indenture and use the same
        degree
        of care and skill in its exercise as a prudent Person would exercise or use
        under the same circumstances in the conduct of his own affairs. 

       

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

       

      (1) The
        Trustee need perform only those duties that are specifically set forth in
        this
        Indenture and no covenants or obligations shall be implied in this Indenture
        against the Trustee. 

       

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

       

      
        
          
          

        

        
          -26-

          
            

          

        

        
          
          

        

      

       

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


       

      (1) This
        paragraph does not limit the effect of paragraph (b) of this Section 7.1.
        

       

      (2) The
        Trustee shall not be liable for any error of judgment made in good faith
        by a
        Responsible Officer, unless it is proved that the Trustee was negligent in
        ascertaining the pertinent facts. 

       

      (3) The
        Trustee shall not be liable with respect to any action it takes or omits
        to take
        in good faith in `accordance with a direction received by it pursuant to
        Sections 6.2 and 6.5 hereof. 

       

      (d) No
        provision of this Indenture shall require the Trustee to expend or risk its
        own
        funds or otherwise incur any financial liability in the performance of any
        of
        its rights or powers if it shall have reasonable grounds for believing that
        repayment of such funds or adequate indemnity satisfactory to it against
        such
        risk or liability is not reasonably assured to it. 

       

      (e) Whether
        or not therein expressly so provided, paragraphs (a), (b), (c) and (d) of
        this
        Section 7.1 shall govern every provision of this Indenture that in any way
        relates to the Trustee. 

       

      (f) The
        Trustee and Paying Agent shall not be liable for interest on any money received
        by it except as the Trustee and Paying Agent may agree in writing with the
        Company. Money held in trust by the Trustee need not be segregated from other
        funds except to the extent required by the law. 

       

      (g) The
        Paying Agent, the Registrar and any authenticating agent shall be entitled
        to
        the protections, immunities and standard of care set forth in paragraphs
        (a),
        (b), (c), (d) and (f) of this Section 7.1 and in Section 7.2 with respect
        to the
        Trustee. 

       

      
        	
                7.2.

              	
                RIGHTS
                  OF TRUSTEE.

              


      

       

      (a) Subject
        to Section 7.1 hereof: 

       

      (1) The
        Trustee may rely on and shall be protected in acting or refraining from acting
        upon any document reasonably believed by it to be genuine and to have been
        signed or presented by the proper Person. The Trustee need not investigate
        any
        fact or matter stated in the document. 

       

      (2) Before
        the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel, or both, which shall conform to the
        provisions of Section 10.5 hereof. The Trustee shall be protected and shall
        not
        be liable for any action it takes or omits to take in good faith in reliance
        on
        such certificate or opinion. 

       

      
        
          
          

        

        
          -27-

          
            

          

        

        
          
          

        

         

      

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

       

      (4) The
        Trustee shall not be liable for any action it takes or omits to take in good
        faith which it reasonably believes to be authorized or within its rights
        or
        powers. 

       

      (5) The
        Trustee may consult with counsel reasonably acceptable to the Trustee, which
        may
        be counsel to the Company, and the advice or opinion of such counsel as to
        matters of law shall be full and complete authorization and protection from
        liability in respect of any action taken, omitted or suffered by it hereunder
        in
        good faith and in accordance with the advice or opinion of such counsel.
        

       

      (6) 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
        Holders pursuant to the provisions of this Indenture, unless such Holders
        shall
        have offered to the Trustee reasonable security or indemnity against the
        costs,
        expenses and liabilities which may be incurred therein or thereby. 

       

      (7) The
        Trustee shall not be deemed to have knowledge of any fact or matter (including,
        without limitation, a Default or Event of Default) unless such fact or matter
        is
        known to a Responsible Officer of the Trustee. 

       

      (8) Unless
        otherwise expressly provided herein or in the Securities of a Series or the
        related Board Resolution, supplemental indenture or Officers’ Certificate, the
        Trustee shall not have any responsibility with respect to reports, notices,
        certificates or other documents filed with it hereunder, except to make them
        available for inspection, at reasonable times, by Securityholders, it being
        understood that delivery of such reports, information and documents to the
        Trustee is for informational purposes only and the Trustee’s receipt of such
        shall not constitute constructive notice of any information contained therein
        or
        determinable from information contained therein, including the Company’s
        compliance with any of its covenants hereunder (except as set forth in Section
        4.4). 

       

      
        	
                7.3.

              	
                INDIVIDUAL
                  RIGHTS OF TRUSTEE.

              


      

       

      The
        Trustee in its individual or any other capacity may become the owner or pledgee
        of Securities and may make loans to, accept deposits from, perform services
        for
        or otherwise deal with the Company, or any Affiliate thereof, with the same
        rights it would have if it were not Trustee. Any Agent may do the same with
        like
        rights. The Trustee, however, shall be subject to Sections 7.10 and 7.11
        hereof.


       

      
        	
                7.4.

              	
                TRUSTEE’S
                  DISCLAIMER.

              


      

       

      The
        Trustee makes no representation as to the validity or adequacy of this Indenture
        or the Securities (except that the Trustee represents that it is duly authorized
        to execute and deliver this Indenture and authenticate the Securities and
        perform its obligations hereunder), it shall not be accountable for the
        Company’s use of the proceeds from the sale of Securities or any money paid to
        the Company pursuant to the terms of this Indenture and it shall not be
        responsible for any statement in the Securities other than its certificates
        of
        authentication. 

       

      
        
          
          

        

        
          -28-

          
            

          

        

        
          
          

        

      

       

      
        	
                7.5.

              	
                NOTICE
                  OF DEFAULT.

              


      

       

      If
        a
        Default or an Event of Default occurs and is continuing with respect to the
        Securities of any Series and if it is known to the Trustee, the Trustee shall
        mail to each Securityholder of the Securities of that Series notice of the
        Default or the Event of Default, as the case may be, within 90 days after
        it
        occurs or, if later, after a Responsible Officer of the Trustee has knowledge
        of
        such Default or Event of Default (except if such Default or Event of Default
        has
        been validly cured or waived before the giving of such notice). Except in
        the
        case of a Default or an Event of Default in payment of the principal of,
        or
        premium, if any, or interest on any Security of any Series, the Trustee may
        withhold the notice if and so long as the Board of Directors of the Trustee,
        the
        executive committee or any trust committee of such board and/or its Responsible
        Officers in good faith determine(s) that withholding the notice is in the
        interests of the Securityholders of that Series. 

       

      
        	
                7.6.

              	
                REPORTS
                  BY TRUSTEE TO HOLDERS.

              


      

       

      If
        and to
        the extent required by the TIA, within 60 days after April 1 of each year,
        commencing the April 1 following the date of this Indenture, the Trustee
        shall
        mail to each Securityholder a brief report dated as of such April 1 that
        complies with TIA Section 313(a). The Trustee also shall comply with TIA
        Sections 313(b) and 313(c). 

       

      A
        copy of
        each report at the time of its mailing to Securityholders shall be filed
        with
        the SEC and any stock exchange on which the Securities of that Series are
        listed. The Company shall promptly notify the Trustee when the Securities
        of any
        Series are listed on any stock exchange or any delisting thereof, and the
        Trustee shall comply with TIA Section 313(d). 

       

      
        	
                7.7.

              	
                COMPENSATION
                  AND INDEMNITY.

              


      

       

      The
        Company shall pay to the Trustee from time to time reasonable compensation
        for
        its services. The Trustee’s compensation shall not be limited by any provision
        of law on compensation of a trustee of an express trust. The Company shall
        reimburse the Trustee within 45 days after receipt of request for all reasonable
        out-of-pocket disbursements and expenses incurred or made by it in connection
        with its duties under this Indenture, including the reasonable compensation,
        disbursements and expenses of the Trustee’s agents and counsel. 

       

      The
        Company shall indemnify the Trustee for, and hold it harmless against, any
        and
        all loss or liability incurred by it in connection with the acceptance or
        performance of its duties under this Indenture including the reasonable costs
        and expenses of defending itself against any claim or liability in connection
        with the exercise or performance of any of its powers or duties hereunder.
        The
        Trustee shall notify the Company promptly of any claim asserted against the
        Trustee for which it may seek indemnity. 

       

      
        
          
          

        

        
          -29-

          
            

          

        

        
          
          

        

         

      

      The
        failure by the Trustee to so notify the Company shall not however relieve
        the
        Company of its obligations. Notwithstanding the foregoing, the Company need
        not
        reimburse the Trustee for any expense or indemnify it against any loss or
        liability incurred by the Trustee through its negligence or bad faith. To
        secure
        the payment obligations of the Company in this Section 7.7, the Trustee shall
        have a lien prior to the Securities of any Series on all money or property
        held
        or collected by the Trustee except such money or property held in trust to
        pay
        principal of and interest and premium (if any) on particular Securities of
        that
        Series. 

       

      When
        the
        Trustee incurs expenses or renders services after an Event of Default specified
        in Section 6.1(4) or (5) hereof occurs, the expenses and the compensation
        for
        the services are intended to constitute expenses of administration under
        any
        Bankruptcy Law. 

       

      For
        purposes of this Section 7.7, the term “Trustee” shall include any trustee
        appointed pursuant to Article 9. 

       

      
        	
                7.8.

              	
                REPLACEMENT
                  OF TRUSTEE.

              


      

       

      The
        Trustee may resign with respect to the Securities of one or more Series by
        so
        notifying the Company in writing at least 90 days in advance of such
        resignation. 

       

      The
        Holders of a majority in principal amount of the outstanding Securities of
        any
        Series may remove the Trustee with respect to that Series by notifying the
        removed Trustee in writing and may appoint a successor Trustee with respect
        to
        that Series with the consent of the Company, which consent shall not be
        unreasonably withheld. The Company may remove the Trustee with respect to
        that
        Series at its election if: 

       

      (1) the
        Trustee fails to comply with, or ceases to be eligible under, Section 7.10
        hereof; 

       

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

       

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

       

      (4) the
        Trustee otherwise becomes incapable of acting. 

       

      (5) If
        the
        Trustee resigns or is removed or if a vacancy exists in the office of Trustee
        with respect to any Series of Securities for any reason, the Company shall
        promptly appoint, by Board Resolution, a successor Trustee. 

       

      If
        a
        successor Trustee with respect to the Securities of one or more Series does
        not
        take office within 60 days after the retiring Trustee resigns or is removed,
        the
        retiring Trustee, the Company or the Holders of at least 10% in principal
        amount
        of the outstanding Securities of the applicable Series may petition any court
        of
        competent jurisdiction for the appointment of a successor Trustee. 

       

      If
        the
        Trustee with respect to the Securities of one or more Series fails to comply
        with Section 7.10 hereof, any Securityholder of the applicable Series may
        petition any court of competent jurisdiction for the removal of the Trustee
        and
        the appointment of a successor Trustee. 

       

      
        
          
          

        

        
          -30-

          
            

          

        

        
          
          

        

         

      

      A
        successor Trustee shall deliver a written acceptance of its appointment to
        the
        retiring Trustee and to the Company. Immediately following such delivery,
        (i)
        the retiring Trustee with respect to one or more Series shall, subject to
        its
        rights under Section 7.7 hereof, transfer all property held by it as Trustee
        with respect to such Series to the successor Trustee, (ii) the resignation
        or
        removal of the retiring Trustee shall become effective, and (iii) the successor
        Trustee with respect to such Series shall have all the rights, powers and
        duties
        of the Trustee under this Indenture. A successor Trustee with respect to
        the
        Securities of one or more Series shall mail notice of its succession to each
        Securityholder of such Series. 

       

      
        	
                7.9.

              	
                SUCCESSOR
                  TRUSTEE BY CONSOLIDATION, MERGER OR
                  CONVERSION.

              


      

       

      If
        the
        Trustee, or any Agent, consolidates with, merges or converts into, or transfers
        all or substantially all of its corporate trust assets to, another corporation,
        subject to Section 7.10 hereof, the successor corporation without any further
        act shall be the successor Trustee or Agent, as the case may be. 

       

      
        	
                7.10.

              	
                ELIGIBILITY;
                  DISQUALIFICATION.

              


      

       

      This
        Indenture shall always have a Trustee who satisfies the requirements of TIA
        Sections 310(a)(1), (2) and (5) in every respect. The Trustee (or in the
        case of
        a Trustee that is a Person included in a bank holding company system, the
        related bank holding company) shall have a combined capital and surplus of
        at
        least $100,000,000 as set forth in its most recent published annual report
        of
        condition. The Trustee shall comply with TIA Section 310(b), including the
        provision in Section 310(b)(1). In addition, if the Trustee is a Person included
        in a bank holding company system, the Trustee, independently of such bank
        holding company, shall meet the capital requirements of TIA Section 310(a)(2).
        If at any time the Trustee shall cease to be eligible in accordance with
        the
        provisions of this Section 7.10, it shall resign immediately in the manner
        and
        with the effect specified in this Article 7. 

       

      
        	
                7.11.

              	
                PREFERENTIAL
                  COLLECTION OF CLAIMS AGAINST
                  COMPANY.

              


      

       

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

       

      
        	
                7.12.

              	
                PAYING
                  AGENTS.

              


      

       

      The
        Company shall cause each Paying Agent other than the Trustee to execute and
        deliver to it and the Trustee an instrument in which such agent shall agree
        with
        the Trustee, subject to the provisions of this Section 7.12: 

       

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

       

      
        
          
          

        

        
          -31-

          
            

          

        

        
          
          

        

         

      

      (2) that
        it
        will at any time during the continuance of any Event of Default, upon written
        request from the Trustee, deliver to the Trustee all sums so held in trust
        by it
        together with a full accounting thereof; and 

       

      (3) that
        it
        will give the Trustee written notice within three (3) Business Days after
        any
        failure of the Company (or by any obligor on the Securities) in the payment
        of
        any installment of the principal of, premium, if any, or interest on, the
        Securities when the same shall be due and payable. 

       

      ARTICLE
        8

       

      AMENDMENTS,
        SUPPLEMENTS AND WAIVERS 

       

      
        	
                8.1.

              	
                WITHOUT
                  CONSENT OF HOLDERS.

              


      

       

      The
        Company, when authorized by a Board Resolution, and the Trustee may amend
        or
        supplement this Indenture or the Securities of one or more Series without
        notice
        to or consent of any Securityholder: 

       

      (1) to
        comply
        with Section 5.1 hereof; 

       

      (2) to
        provide for certificated Securities in addition to uncertificated Securities;
        

       

      (3) to
        comply
        with any requirements of the SEC under the TIA; 

       

      (4) to
        cure
        any ambiguity, defect or inconsistency, or to make any other change herein
        or in
        the Securities that does not materially and adversely affect the rights of
        any
        Securityholder; 

       

      (5) to
        provide for the issuance of and establish the form and terms and conditions
        of
        Securities of any Series as permitted by this Indenture; or 

       

      (6) to
        evidence and provide for the acceptance of appointment hereunder by a successor
        Trustee with respect to the Securities of one or more Series and to 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. 

       

      The
        Trustee is hereby authorized to join with the Company in the execution of
        any
        supplemental indenture authorized or permitted by the terms of this Indenture
        and to make any further appropriate agreements and stipulations which may
        be
        therein contained, but the Trustee shall not be obligated to enter into any
        such
        supplemental indenture which adversely affects its own rights, duties or
        immunities under this Indenture. 

       

      
        
          
          

        

        
          -32-

          
            

          

        

        
          
          

        

      

       

      
        	
                8.2.

              	
                WITH
                  CONSENT OF HOLDERS.

              


      

       

      (a) The
        Company, when authorized by a Board Resolution, and the Trustee may amend
        or
        supplement this Indenture or the Securities of one or more Series with the
        written consent of the Holders of not less than a majority in aggregate
        principal amount of the outstanding Securities of such Series affected by
        such
        amendment or supplement without notice to any Securityholder. The Holders
        of not
        less than a majority in aggregate principal amount of the outstanding Securities
        of each such Series affected by such amendment or supplement may waive
        compliance in a particular instance by the Company with any provision of
        this
        Indenture or the Securities of such Series without notice to any Securityholder.
        Subject to Section 8.4, without the consent of each Securityholder affected,
        however, an amendment, supplement or waiver may not: 

       

      (1) reduce
        the amount of Securities whose Holders must consent to an amendment, supplement
        or waiver to this Indenture or the Securities; 

       

      (2) reduce
        the rate of or change the time for payment of interest on any Security;


       

      (3) reduce
        the principal or change the Stated Maturity of any Security or reduce the
        amount
        of, or postpone the date fixed for, the payment of any sinking fund or analogous
        obligation; 

       

      (4) make
        any
        Security payable in money other than that stated in the Security; 

       

      (5) change
        the amount or time of any payment required by the Securities or reduce the
        premium payable upon any redemption of the Securities, or change the time
        before
        which no such redemption may be made; 

       

      (6) waive
        a
        Default or Event of Default in the payment of the principal of or interest
        or
        premium, if any, on any Security (except a rescission of acceleration of
        the
        Securities of any Series by the Holders of at least a majority in principal
        amount of the outstanding Securities of such Series and a waiver of the payment
        default that resulted from such acceleration); 

       

      (7) waive
        a
        redemption payment with respect to any Security or change any of the provisions
        with respect to the redemption of any Securities; 

       

      (8) make
        any
        changes in Section 6.6 hereof or this Section 8.2; except to increase any
        percentage of Securities the Holders of which must consent to any matter;
        or


       

      (9) take
        any
        other action otherwise prohibited by this Indenture to be taken without the
        consent of each Holder affected thereby. 

       

      (b) Upon
        the
        request of the Company, accompanied by a Board Resolution authorizing the
        execution of any such supplemental indenture, and upon the receipt by the
        Trustee of evidence reasonably satisfactory to the Trustee of the consent
        of the
        Securityholders as aforesaid and upon receipt by the Trustee of the documents
        described in Section 8.6 hereof, 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, in
        which case the Trustee may in its discretion, but shall not be obligated
        to,
        enter into such supplemental indenture. 

       

      
        
          
          

        

        
          -33-

          
            

          

        

        
          
          

        

      

    

     

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


       

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

       

      
        	
                8.3.

              	
                COMPLIANCE
                  WITH TRUST INDENTURE ACT.

              


      

       

      Every
        amendment to or supplement of this Indenture or the Securities shall comply
        with
        the TIA as then in effect.

       

      
        	
                8.4.

              	
                REVOCATION
                  AND EFFECT OF CONSENTS.

              


      

       

      Until
        an
        amendment, supplement, waiver or other action becomes effective, a consent
        to it
        by a Holder of a Security is a continuing consent conclusive and binding
        upon
        such Holder and every subsequent Holder of the same Security or portion thereof,
        and of any Security issued upon the transfer thereof or in exchange therefor
        or
        in place thereof, even if notation of the consent is not made on any such
        Security. Any such Holder or subsequent Holder, however, may revoke the consent
        as to his Security or portion of a Security, if the Trustee receives the
        notice
        of revocation before the date the amendment, supplement, waiver or other
        action
        becomes effective. 

       

      The
        Company may, but shall not be obligated to, fix a record date for the purpose
        of
        determining the Holders entitled to consent to any amendment, supplement,
        or
        waiver which record date shall be at least 30 days prior to the first
        solicitation of such consent. If a record date is fixed, then, notwithstanding
        the preceding paragraph, those Persons who were Holders at such record date
        (or
        their duly designated proxies), and only such Persons, shall be entitled
        to
        consent to such amendment, supplement, or waiver or to revoke any consent
        previously given, whether or not such Persons continue to be Holders after
        such
        record date. 

       

      After
        an
        amendment, supplement, waiver or other action becomes effective, it shall
        bind
        every Securityholder, unless it makes a change described in any of clauses
        (1)
        through (9) of Section 8.2 hereof. In that case the amendment, supplement,
        waiver or other action shall bind each Holder of a Security who has consented
        to
        it and every subsequent Holder of a Security or portion of a Security that
        evidences the same debt as the consenting Holder’s Security; PROVIDED that any
        such waiver shall not impair or affect the right of any Holder to receive
        payment of principal of and interest and premium (if any) on a Security,
        on or
        after the respective due dates expressed in such Security, or to bring suit
        for
        the enforcement of any such payment on or after such respective dates without
        the consent of such Holder. 

       

      
        	
                8.5.

              	
                NOTATION
                  ON OR EXCHANGE OF SECURITIES.

              


      

       

      If
        an
        amendment, supplement, or waiver changes the terms of a Security of any Series,
        the Trustee may request the Holder of such Security to deliver it to the
        Trustee. In such case, the Trustee shall place an appropriate notation on
        such
        Security about the changed terms and return it to the Holder. Alternatively,
        the
        Company in exchange for such Security may issue and the Trustee shall
        authenticate a new security that reflects the changed terms. Failure to make
        the
        appropriate notation or issue a new Security shall not affect the validity
        and
        effect of such amendment, supplement or waiver. 

       

      
        
          
          

        

        
          -34-

          
            

          

        

        
          
          

        

      

       

      
        	
                8.6.

              	
                TRUSTEE
                  TO SIGN AMENDMENTS, ETC.

              


      

       

      The
        Trustee shall sign any amendment, supplement or waiver authorized pursuant
        to
        this Article 8 if the amendment, supplement or waiver does not adversely
        affect
        the rights, duties, liabilities or immunities of the Trustee. If it does,
        the
        Trustee may, but need not, sign it. In signing or refusing to sign such
        amendment, supplement or waiver the Trustee shall be entitled to receive
        and,
        subject to Section 7.1 hereof, shall be fully protected in relying upon an
        Officers’ Certificate and an Opinion of Counsel stating that such amendment,
        supplement or waiver is authorized or permitted by this Indenture. The Company
        may not sign an amendment or supplement until the Board of Directors of the
        Company approves it. 

       

      ARTICLE
        9

       

      DISCHARGE
        OF INDENTURE; DEFEASANCE

       

      
        	
                9.1.

              	
                DISCHARGE
                  OF INDENTURE.

              


      

       

      The
        Company may terminate its obligations under the Securities of any Series
        and
        this Indenture with respect to such Series, except the obligations referred
        to
        in the last paragraph of this Section 9.1, if there shall have been canceled
        by
        the Trustee or delivered to the Trustee for cancellation all Securities of
        such
        Series theretofore authenticated and delivered (other than any Securities
        of
        such Series that are asserted to have been destroyed, lost or stolen and
        that
        shall have been replaced as provided in Section 2.8 hereof) and the Company
        has
        paid all sums payable by it hereunder or deposited all required sums with
        the
        Trustee. 

       

      After
        such delivery the Trustee upon request shall acknowledge in a writing prepared
        by or on behalf of the Company the discharge of the Company’s obligations under
        the Securities of such Series and this Indenture except for those surviving
        obligations specified below. 

       

      Notwithstanding
        the satisfaction and discharge of this Indenture, the obligations of the
        Company
        in Sections 7.7, 9.5 and 9.6 hereof shall survive. 

       

      
        	
                9.2.

              	
                LEGAL
                  DEFEASANCE.

              


      

       

      The
        Company may at its option, by Board Resolution, be discharged from its
        obligations with respect to the Securities of any Series on the date upon
        which
        the conditions set forth in Section 9.4 below are satisfied (hereinafter,
“Legal
        Defeasance”). For this purpose, such Legal Defeasance means that the Company
        shall be deemed to have paid and discharged the entire indebtedness represented
        by the Securities of such Series and to have satisfied all its other obligations
        under such Securities and this Indenture insofar as such Securities are
        concerned (and the Trustee, at the expense of the Company, shall, subject
        to
        Section 9.6 hereof, execute proper instruments acknowledging the same, as
        are
        delivered to it by the Company), except for the following which shall survive
        until otherwise terminated or discharged hereunder: (A) the rights of Holders
        of
        outstanding Securities of such Series to receive solely from the trust funds
        described in Section 9.4 hereof and as more fully set forth in such section,
        payments in respect of the principal of, premium, if any, and interest on
        the
        Securities of such Series when such payments are due, (B) the Company’s
        obligations with respect to the Securities of such Series under Sections
        2.4,
        2.5, 2.6, 2.7, 2.8 and 2.9 hereof, (C) the rights, powers, trusts, duties,
        and
        immunities of the Trustee hereunder (including claims of, or payments to,
        the
        Trustee under or pursuant to Section 7.7 hereof) and (D) this Article 9.
        Subject
        to compliance with this Article 9, the Company may exercise its option under
        this Section 9.2 with respect to the Securities of any Series notwithstanding
        the prior exercise of its option under Section 9.3 below with respect to
        the
        Securities of such Series. 

       

      
        
          
          

        

        
          -35-

          
            

          

        

        
          
          

        

      

       

      
        	
                9.3.

              	
                COVENANT
                  DEFEASANCE.

              


      

       

      At
        the
        option of the Company, pursuant to a Board Resolution, the Company shall
        be
        released from its obligations with respect to the outstanding Securities
        of any
        Series under Sections 4.2 through 4.5 hereof, inclusive, and Section 5.1
        hereof,
        with respect to the outstanding Securities of such Series, on and after the
        date
        the conditions set forth in Section 9.4 hereof are satisfied (hereinafter,
        “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that
        the Company may omit to comply with and shall have no liability in respect
        of
        any term, condition or limitation set forth in any such specified section
        or
        portion thereof, whether directly or indirectly by reason of any reference
        elsewhere herein to any such specified Section or portion thereof or by reason
        of any reference in any such specified section or portion thereof to any
        other
        provision herein or in any other document, but the remainder of this Indenture
        and the Securities of any Series shall be unaffected thereby. 

       

      
        	
                9.4.

              	
                CONDITIONS
                  TO LEGAL DEFEASANCE OR COVENANT
                  DEFEASANCE.

              


      

       

      The
        following shall be the conditions to application of Section 9.2 or Section
        9.3
        hereof to the outstanding Securities of a Series:

       

      (1) the
        Company shall irrevocably have deposited or caused to be deposited with the
        Trustee (or another trustee satisfying the requirements of Section 7.10 hereof
        who shall agree to comply with the provisions of this Article 9 applicable
        to
        it) as funds in trust for the purpose of making the following payments,
        specifically pledged as security for, and dedicated solely to, the benefit
        of
        the Holders of the Securities, (A) money in an amount, or (B) U.S. Government
        Obligations or Foreign Government Obligations which through the scheduled
        payment of principal and interest in respect thereof in accordance with their
        terms will provide, not later than the due date of any payment, money in
        an
        amount, or (C) 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 and discharge, and
        which
        shall be applied by the Trustee (or other qualifying trustee) to pay and
        discharge, the principal of, premium, if any, and accrued interest on the
        outstanding Securities of such Series at the Stated Maturity of such principal,
        premium, if any, or interest, or on dates for payment and redemption of such
        principal, premium, if any, and interest selected in accordance with the
        terms
        of this Indenture and of the Securities of such Series; 

       

      
        
          
          

        

        
          -36-

          
            

          

        

        
          
          

        

      

       

      (2) no
        Event
        of Default or Default with respect to the Securities of such Series shall
        have
        occurred and be continuing on the date of such deposit, or shall have occurred
        and be continuing at any time during the period ending on the 91st day after
        the
        date of such deposit or, if longer, ending on the day following the expiration
        of the longest preference period under any Bankruptcy Law applicable to the
        Company in respect of such deposit as specified in the Opinion of Counsel
        identified in paragraph (8) below (it being understood that this condition
        shall
        not be deemed satisfied until the expiration of such period); 

       

      (3) such
        Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have
        a
        conflicting interest for purposes of the TIA with respect to any securities
        of
        the Company; 

       

      (4) such
        Legal Defeasance or Covenant Defeasance shall not result in a breach or
        violation of, or constitute default under any other agreement or instrument
        to
        which the Company is a party or by which it is bound; 

       

      (5) the
        Company shall have delivered to the Trustee an Opinion of Counsel stating
        that,
        as a result of such Legal Defeasance or Covenant Defeasance, neither the
        trust
        nor the Trustee will be required to register as an investment company under
        the
        Investment Company Act of 1940, as amended; 

       

      (6) in
        the
        case of an election under Section 9.2 above, the Company shall have delivered
        to
        the Trustee an Opinion of Counsel stating that (i) the Company has received
        from, or there has been published by, the Internal Revenue Service a ruling
        to
        the effect that or (ii) there has been a change in any applicable Federal
        income
        tax law with the effect that, and such opinion shall confirm that, the Holders
        of the outstanding Securities of such Series or Persons in their positions
        will
        not recognize income, gain or loss for Federal income tax purposes solely
        as a
        result of such Legal Defeasance and will be subject to Federal income tax
        on the
        same amounts, in the same manner, including as a result of prepayment, and
        at
        the same times as would have been the case if such Legal Defeasance had not
        occurred; 

       

      (7) in
        the
        case of an election under Section 9.3 hereof, the Company shall have delivered
        to the Trustee an Opinion of Counsel to the effect that the Holders of the
        outstanding Securities of such Series will not recognize income, gain or
        loss
        for Federal income tax purposes as a result of such Covenant Defeasance and
        will
        be subject to Federal income tax on the same amounts, in the same manner
        and at
        the same times as would have been the case if such Covenant Defeasance had
        not
        occurred; 

       

      (8) the
        Company shall have delivered to the Trustee an Officers’ Certificate and an
        Opinion of Counsel, each stating that all conditions precedent provided for
        in
        this Article 9 relating to either the Legal Defeasance under Section 9.2
        above
        or the Covenant Defeasance under Section 9.3 hereof (as the case may be)
        have
        been complied with; 

       

      (9) the
        Company shall have delivered to the Trustee an Officers’ Certificate stating
        that the deposit under clause (1) was not made by the Company with the intent
        of
        defeating, hindering, delaying or defrauding any creditors of the Company
        or
        others; and 

       

      (10) the
        Company shall have paid or duly provided for payment under terms mutually
        satisfactory to the Company and the Trustee all amounts then due to the Trustee
        pursuant to Section 7.7 hereof. 

       

      
        
          
          

        

        
          -37-

          
            

          

        

        
          
          

        

      

       

      
        	
                9.5.

              	
                DEPOSITED
                  MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN
                  TRUST;
                  OTHER MISCELLANEOUS PROVISIONS.

              


      

       

      All
        money, U.S. Government Obligations and Foreign Government Obligations (including
        the proceeds thereof) deposited with the Trustee pursuant to Section 9.4
        hereof
        in respect of the outstanding Securities shall be held in trust and applied
        by
        the Trustee, in accordance with the provisions of such Securities and this
        Indenture, to the payment, either directly or through any Paying Agent as
        the
        Trustee may determine, to the Holders of such Securities, of all sums due
        and to
        become due thereon in respect of principal, premium, if any, and accrued
        interest, but such money need not be segregated from other funds except to
        the
        extent required by law. 

       

      The
        Company shall pay and indemnify the Trustee against any tax, fee or other
        charge
        imposed on or assessed against the U.S. Government Obligations and Foreign
        Government Obligations deposited pursuant to Section 9.4 hereof or the
        principal, premium, if any, and interest received in respect thereof other
        than
        any such tax, fee or other charge which by law is for the account of the
        Holders
        of the outstanding Securities. 

       

      Anything
        in this Article 9 to the contrary notwithstanding, but subject to payment
        of any
        of its outstanding fees and expenses, the Trustee shall deliver or pay to
        the
        Company from time to time upon Company Request any money, U.S. Government
        Obligations or Foreign Government Obligations held by it as provided in Section
        9.4 hereof which, in the opinion of a nationally-recognized firm of independent
        public accountants expressed in a written certification thereof delivered
        to the
        Trustee, are in excess of the amount thereof which would then be required
        to be
        deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.
        

       

      
        	
                9.6.

              	
                REINSTATEMENT.

              


      

       

      If
        the
        Trustee or Paying Agent is unable to apply any money, U.S. Government
        Obligations or Foreign Government Obligations in accordance with Section
        9.1,
        9.2, 9.3 or 9.4 hereof by reason of any legal proceeding or by reason of
        any
        order or judgment of any court or governmental authority enjoining, restraining
        or otherwise prohibiting such application, the Company’s obligations under this
        Indenture and the Securities shall be revived and reinstated as though no
        deposit had occurred pursuant to this Article 9 until such time as the Trustee
        or Paying Agent is permitted to apply all such money, U.S. Government
        Obligations or Foreign Government Obligations, as the case may be, in accordance
        with Section 9.1, 9.2, 9.3 or 9.4 hereof; PROVIDED, HOWEVER, that if the
        Company
        has made any payment of principal of, premium, if any, or accrued interest
        on
        any Securities because of the reinstatement of their obligations, the Company
        shall be subrogated to the rights of the Holders of such Securities to receive
        such payment from the money, U.S. Government Obligations or Foreign Government
        Obligations held by the Trustee or Paying Agent. 

       

      
        	
                9.7.

              	
                MONEYS
                  HELD BY PAYING AGENT.

              


      

       

      In
        connection with the satisfaction and discharge of this Indenture, all moneys
        then held by any Paying Agent under the provisions of this Indenture shall,
        upon
        demand of the Company, be paid to the Trustee, or if sufficient moneys have
        been
        deposited pursuant to Section 9.1 hereof, to the Company, and thereupon such
        Paying Agent shall be released from all further liability with respect to
        such
        moneys. 

       

      
        
          
          

        

        
          -38-

          
            

          

        

        
          
          

        

      

       

      
        	
                9.8.

              	
                MONEYS
                  HELD BY TRUSTEE.

              


      

       

      Any
        moneys deposited with the Trustee or any Paying Agent or then held by the
        Company in trust for the payment of the principal of, or premium, if any,
        or
        interest on any Security that are not applied but remain unclaimed by the
        Holder
        of such Security for two years after the date upon which the principal of,
        or
        premium, if any, or interest on such Security shall have respectively become
        due
        and payable shall be repaid to the Company upon Company Request, or if such
        moneys are then held by the Company in trust, such moneys shall be released
        from
        such trust; and the Holder of such Security entitled to receive such payment
        shall thereafter, as an unsecured general creditor, look only to the Company
        for
        the payment thereof, and all liability of the Trustee or such Paying Agent
        with
        respect to such trust money shall thereupon cease; PROVIDED, HOWEVER, that
        the
        Trustee or any such Paying Agent, before being required to make any such
        repayment, may, at the expense of the Company, either mail to each
        Securityholder affected, at the address shown in the register of the Securities
        maintained by the Registrar or cause to be published once a week for two
        successive weeks, in a newspaper published in the English language, customarily
        published each Business Day and of general circulation in the City of New
        York,
        New York, a notice that such money remains unclaimed and that, after a date
        specified therein, which shall not be less than 30 days from the date of
        such
        mailing or publication, any unclaimed balance of such moneys then remaining
        will
        be repaid to the Company. After payment to the Company or the release of
        any
        money held in trust by the Company, Securityholders entitled to the money
        must
        look only to the Company for payment as general creditors unless applicable
        abandoned property law designates another Person. 

       

      ARTICLE
        10

       

      MISCELLANEOUS

       

      
        	
                10.1.

              	
                TRUST
                  INDENTURE ACT CONTROLS.

              


      

       

      If
        any
        provision of this Indenture limits, qualifies or conflicts with another
        provision which is required to be included in this Indenture by the TIA,
        the
        required provision shall control. If any provision of this Indenture modifies
        or
        excludes any provision of the TIA which may be so modified or excluded, the
        latter provision shall be deemed to apply to this Indenture as so modified
        or to
        be excluded, as the case may be. 

       

      
        	
                10.2.

              	
                NOTICES.

              


      

       

      Any
        notice or communication shall be given in writing and delivered in Person,
        sent
        by facsimile (and receipt confirmed by telephone or electronic transmission
        report), delivered by commercial courier service or mailed by first-class
        mail,
        postage prepaid, addressed as follows: 

       

      If
        to the
        Company: 

       

      Lumera
        Corporation

      19910
        North Creek Parkway

      Bothell,
        Washington 98011

      Fax: (425)
        398-6599

      Attention:
        Peter Biere

       

      
        
          
          

        

        
          -39-

          
            

          

        

        
          
          

        

      

       

      Copy
        to:


       

      Ropes
        & Gray LLP

      One
        International Place

      Boston,
        Massachusetts 02110

      Fax:
        (617) 951-7303

      Attention:
        Christopher Austin, Esq. 

       

      If
        to the
        Trustee: 

       

                     __________________________

                          
        __________________________

                          
        __________________________

                          
        __________________________

       

      The
        Company or the Trustee by written notice to the other may designate additional
        or different addresses for subsequent notices or communications. Any notice
        or
        communication to the Company or the Trustee shall be deemed to have been
        given
        or made as of the date so delivered if personally delivered; when receipt
        is
        confirmed by telephone or electronic transmission report, if sent by facsimile;
        and three (3) Business Days after mailing if sent by registered or certified
        mail, postage prepaid (except that a notice of change of address shall not
        be
        deemed to have been given until actually received by the addressee).


       

      Any
        notice or communication mailed to a Securityholder shall be mailed to such
        Securityholder by first-class mail, postage prepaid, at such Securityholder’s
        address shown on the register kept by the Registrar. 

       

      Failure
        to mail a notice or communication to a Securityholder or any defect in it
        shall
        not affect its sufficiency with respect to other Securityholders. If a notice
        or
        communication to a Securityholder is mailed in the manner provided above,
        it
        shall be deemed duly given, three Business Days after such mailing, whether
        or
        not the addressee receives it. 

       

      In
        case
        by reason of the suspension of regular mail service, or by reason of any
        other
        cause, it shall be impossible to mail any notice as required by this Indenture,
        then such method of notification as shall be made with the approval of the
        Trustee shall constitute a sufficient mailing of such notice. 

       

      In
        the
        case of Global Securities, notices or communications to be given to
        Securityholders shall be given to the Depository, in accordance with its
        applicable policies as in effect from time to time. 

       

      In
        addition to the manner provided for in the foregoing provisions, notices
        or
        communications to Securityholders shall be given by the Company by release
        made
        to Reuters Economic Services and Bloomberg Business News. 

       

      
        
          
          

        

        
          -40-

          
            

          

        

        
          
          

        

      

       

      
        	
                10.3.

              	
                COMMUNICATIONS
                  BY HOLDERS WITH OTHER HOLDERS.

              


      

       

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

       

      
        	
                10.4.

              	
                CERTIFICATE
                  AND OPINION AS TO CONDITIONS
                  PRECEDENT.

              


      

       

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

       

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

       

      (2) an
        Opinion of Counsel (which shall include the statements set forth in Section
        10.5
        below) stating that, in the opinion of such counsel, all such conditions
        precedent have been complied with. 

       

      
        	
                10.5.

              	
                STATEMENT
                  REQUIRED IN CERTIFICATE AND
                  OPINION.

              


      

       

      Each
        certificate and opinion with respect to compliance with a condition or covenant
        provided for in this Indenture (other than pursuant to Section 4.4 hereof)
        shall
        include: 

       

      (1) a
        statement that the Person making such certificate or opinion has read such
        covenant or condition; 

       

      (2) 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; 

       

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

       

      (4) a
        statement as to whether or not, in the opinion of such Person, such covenant
        or
        condition has been complied with. 

       

      
        	
                10.6.

              	
                RULES
                  BY TRUSTEE AND AGENTS.

              


      

       

      The
        Trustee may make reasonable rules for action by or at meetings of
        Securityholders. The Registrar and Paying Agent may make reasonable rules
        for
        their functions. 

       

      
        	
                10.7.

              	
                BUSINESS
                  DAYS; LEGAL HOLIDAYS; PLACE OF
                  PAYMENT.

              


      

       

      A
        “Business Day” is a day that is not a Legal Holiday. A “Legal Holiday” is a
        Saturday, a Sunday, a federally-recognized holiday or a day on which banking
        institutions are not authorized or required by law or executive order to
        be open
        in the State of Washington or the State of New York. 

       

      
        
          
          

        

        
          -41-

          
            

          

        

        
          
          

        

      

       

      If
        a
        payment date is a Legal Holiday at a Place of Payment, payment may be made
        at
        that place on the next succeeding day that is not a Legal Holiday, and no
        interest shall accrue for the intervening period. “Place of Payment” means the
        place or places where the principal of and any premium and interest on the
        Securities of a Series are payable as specified as contemplated by Section
        2.2.
        If the regular record date is a Legal Holiday, the record date shall not
        be
        affected. 

       

      
        	
                10.8.

              	
                GOVERNING
                  LAW.

              


      

       

      THIS
        INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
        WITH THE LAWS OF THE STATE OF DELAWARE, AS APPLIED TO CONTRACTS MADE AND
        PERFORMED WITHIN THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF
        CONFLICTS OF LAW. 

       

      
        	
                10.9.

              	
                NO
                  ADVERSE INTERPRETATION OF OTHER
                  AGREEMENTS.

              


      

       

      This
        Indenture may not be used to interpret another indenture, loan, security
        or debt
        agreement of the Company or any Subsidiary thereof. No such indenture, loan,
        security or debt agreement may be used to interpret this Indenture.


       

      
        	
                10.10.

              	
                NO
                  RECOURSE AGAINST OTHERS.

              


      

       

      A
        director, officer, employee, stockholder or incorporator, as such, of the
        Company shall not have any liability for any obligations of the Company under
        the Securities or the Indenture. Each Securityholder by accepting a Security
        waives and releases all such liability. Such waiver and release are part
        of the
        consideration for the issuance of the Securities. 

       

      
        	
                10.11.

              	
                SUCCESSORS.

              


      

       

      All
        covenants and agreements of the Company in this Indenture and the Securities
        shall bind its successors and assigns, whether so expressed or not. All
        agreements of the Trustee, any additional trustee and any Paying Agents in
        this
        Indenture shall bind their respective successors and assigns. 

       

      
        	
                10.12.

              	
                MULTIPLE
                  COUNTERPARTS.

              


      

       

      The
        parties may sign multiple counterparts of this Indenture. Each signed
        counterpart shall be deemed an original, but all of them together represent
        one
        and the same agreement. 

       

      
        	
                10.13.

              	
                TABLE
                  OF CONTENTS, HEADINGS, ETC.

              


      

       

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

       

      
        
          
          

        

        
          -42-

          
            

          

        

        
          
          

        

      

       

      
        	
                10.14.

              	
                SEVERABILITY.

              


      

       

      Each
        provision of this Indenture shall be considered separable and if for any
        reason
        any provision which is not essential to the effectuation of the basic purpose
        of
        this Indenture or the Securities shall be invalid, illegal or unenforceable,
        the
        validity, legality and enforceability of the remaining provisions shall not
        in
        any way be affected or impaired thereby and a Holder shall have no claim
        therefor against any party hereto. 

       

      
        	
                10.15.

              	
                SECURITIES
                  IN A FOREIGN CURRENCY OR IN EURO.

              


      

       

      Unless
        otherwise specified in a Board Resolution, a supplemental indenture hereto
        or an
        Officers’ Certificate delivered pursuant to Section 2.2 of this Indenture with
        respect to a particular Series of Securities, whenever for purposes of this
        Indenture any action may be taken by the Holders of a specified percentage
        in
        aggregate principal amount of Securities of all Series or all Series affected
        by
        a particular action at the time outstanding and, at such time, there are
        outstanding Securities of any Series which are denominated in a coin or currency
        other than Dollars (including Euros), then the principal amount of Securities
        of
        such Series which shall be deemed to be outstanding for the purpose of taking
        such action shall be that amount of Dollars that could be obtained for such
        amount at the Market Exchange Rate at such time. For purposes of this Section
        10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York
        City for cable transfers of that currency as published by the Federal Reserve
        Bank of New York; PROVIDED, HOWEVER, in the case of Euros, Market Exchange
        Rate
        shall mean the rate of exchange determined by the Commission of the European
        Union (or any successor thereto) as published in the Official Journal of
        the
        European Union (such publication or any successor publication, the “Journal”).
        If such Market Exchange Rate is not available for any reason with respect
        to
        such currency, the Trustee shall use, in its sole discretion and without
        liability on its part, such quotation of the Federal Reserve Bank of New
        York
        or, in the case of Euros, the rate of exchange as published in the Journal,
        as
        of the most recent available date, or quotations or, in the case of Euros,
        rates
        of exchange from one or more major banks in The City of New York or in the
        country of issue of the currency in question or, in the case of Euros, in
        Luxembourg or such other quotations or, in the case of Euros, rates of exchange
        as the Trustee, upon consultation with the Company, shall deem appropriate.
        The
        provisions of this paragraph shall apply in determining the equivalent principal
        amount in respect of Securities of a Series denominated in currency other
        than
        Dollars in connection with any action taken by Holders of Securities pursuant
        to
        the terms of this Indenture. 

       

      All
        decisions and determinations of the Trustee regarding the Market Exchange
        Rate
        or any alternative determination provided for in the preceding paragraph
        shall
        be in its sole discretion and shall, in the absence of manifest error, be
        conclusive to the extent permitted by law for all purposes and irrevocably
        binding upon the Company and all Holders. 

       

      
        
          
          

        

        
          -43-

          
            

          

        

        
          
          

        

      

       

      
        	
                10.16.

              	
                JUDGMENT
                  CURRENCY.

              


      

       

      The
        Company agrees, to the fullest extent that it may effectively do so under
        applicable law, that (a) if for the purpose of obtaining judgment in any
        court
        it is necessary to convert the sum due in respect of the principal of or
        interest or premium (if any) or other amount on the Securities of any Series
        (the “Required Currency”) into a currency in which a judgment will be rendered
        (the “Judgment Currency”), the rate of exchange used shall be the rate at which
        in accordance with normal banking procedures the Trustee could purchase in
        The
        City of New York the Required Currency with the Judgment Currency on the
        day on
        which final unappealable judgment is entered, unless such day is not a New
        York
        Banking Day, then, the rate of exchange used shall be the rate at which in
        accordance with normal banking procedures the Trustee could purchase in The
        City
        of New York the Required Currency with the Judgment Currency on the New York
        Banking Day preceding the day on which final unappealable judgment is entered
        and (b) its obligations under this Indenture to make payments in the Required
        Currency (i) shall not be discharged or satisfied by any tender, any recovery
        pursuant to any judgment (whether or not entered in accordance with subsection
        (a)), in any currency other than the Required Currency, except to the extent
        that such tender or recovery shall result in the actual receipt, by the payee,
        of the full amount of the Required Currency expressed to be payable in respect
        of such payments, (ii) shall be enforceable as an alternative or additional
        cause of action for the purpose of recovering in the Required Currency the
        amount, if any, by which such actual receipt shall fall short of the full
        amount
        of the Required Currency so expressed to be payable, and (iii) shall not
        be
        affected by judgment being obtained for any other sum due under this Indenture.
        For purposes of the foregoing, “New York Banking Day” means any day except a
        Saturday, Sunday or a legal holiday in The City of New York on which banking
        institutions are authorized or required by law, regulation or executive order
        to
        close. 

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
        executed, and their respective corporate seals to be hereunto affixed and
        attested, all as of the day and year first above written. 

       

      
        	 	 	 
	 	LUMERA
                CORPORATION
	 
 	 
 	 
 
	 	By:  	
                 

                
                  

                

              
	 	Name:	 

                

              
	 	Title:	
                 

                
                  

                

              


      

      
        	
              	 	 
	 	[Name
                of
                Trustee]
	 
 	 
 	 
 
	 	By:  	
                 

                
                  

                

              
	 	Name:	 

                

              
	 	Title:	
                 

                
                  

                

              


      

      
        	
              	 	 
	 	By:  	
                 

                
                  

                

              
	 	Name:	 

                

              
	 	Title:	
                 

                
                  

                

              


      

        

      
        
          
          

        

        
          -44-

          
            

          

        

        
          
          

        

      


      STATE
        OF WASHINGTON )

       

      )
        SS

       

      COUNTY
        OF _________________ ) 

       

      On
        this,
        the ____ day of __________, ____, before me, a Notary Public in and for said
        County and State, the undersigned officer, personally appeared
        ______________________________, known to me (or satisfactorily proven) to
        be the
        person whose name is subscribed to the within instrument and acknowledged
        that
        he or she executed the same for the purposes therein contained. 

       

      IN
        WITNESS WHEREOF, I hereunto set my hand and official seal. 

       

      Notary
        Public__________________________________________________________________

       

       

      [SEAL]

       

      My
        Commission Expires:

       

      STATE
        OF WASHINGTON )

       

      )
        SS

       

      COUNTY
        OF _________________ ) 

       

      On
        this,
        the ____ day of __________, ____, before me, a Notary Public in and for said
        County and State, the undersigned officer, personally appeared
        _______________________________, known to me (or satisfactorily proven) to be
        the person whose name is subscribed to the within instrument and acknowledged
        that he or she executed the same for the purposes therein contained.


       

      IN
        WITNESS WHEREOF, I hereunto set my hand and official seal. 

       

      Notary
        Public__________________________________________________________________

       

       

      [SEAL]

       

      My
        Commission Expires:

       

      
        
          
          

        

        
          -45-