EXHIBIT 4.8
 


HURCO COMPANIES,
INC.



and



WELLS FARGO BANK, NATIONAL ASSOCIATION

Trustee






Indenture



Dated as of *



Senior Debt Securities







   
 














Certain
Sections of this Indenture relating to Sections 310 through 318,

inclusive, of the Trust Indenture Act of 1939:


	
  Trust Indenture

  Act Section

  	
   

  	
   

  	
   

  	
  Indenture Section

  	
   

  
	
  '310

  	
  (a)(1)

  	
   

  	
   

  	
  609

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  609

  	
   

  
	
   

  	
  (a)(3)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
  (a)(4)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
  (b)

  	
   

  	
   

  	
  608

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  610

  	
   

  
	
  '311

  	
  (a)

  	
   

  	
   

  	
  613

  	
   

  
	
   

  	
  (b)

  	
   

  	
   

  	
  613

  	
   

  
	
  '312

  	
  (a)

  	
   

  	
   

  	
  701

  	
   

  
	
   

  	
  (b)

  	
   

  	
   

  	
  701

  	
   

  
	
   

  	
  (c)

  	
   

  	
   

  	
  701

  	
   

  
	
  '313

  	
  (a)

  	
   

  	
   

  	
  702

  	
   

  
	
   

  	
  (b)

  	
   

  	
   

  	
  702

  	
   

  
	
   

  	
  (c)

  	
   

  	
   

  	
  702

  	
   

  
	
   

  	
  (d)

  	
   

  	
   

  	
  702

  	
   

  
	
  '314

  	
  (a)

  	
   

  	
   

  	
  703

  	
   

  
	
   

  	
  (a)(4)

  	
   

  	
   

  	
  101

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1004

  	
   

  
	
   

  	
  (b)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
  (c)(1)

  	
   

  	
   

  	
  102

  	
   

  
	
   

  	
  (c)(2)

  	
   

  	
   

  	
  102

  	
   

  
	
   

  	
  (c)(3)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
  (d)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
  (e)

  	
   

  	
   

  	
  102

  	
   

  
	
  '315

  	
  (a)

  	
   

  	
   

  	
  601

  	
   

  
	
   

  	
  (b)

  	
   

  	
   

  	
  602

  	
   

  
	
   

  	
  (c)

  	
   

  	
   

  	
  601

  	
   

  
	
   

  	
  (d)

  	
   

  	
   

  	
  601

  	
   

  
	
   

  	
  (e)

  	
   

  	
   

  	
  514

  	
   

  
	
  '316

  	
  (a)

  	
   

  	
   

  	
  101

  	
   

  
	
   

  	
  (a)(1)(A)

  	
   

  	
   

  	
  502

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  512

  	
   

  
	
   

  	
  (a)(1)(B)

  	
   

  	
   

  	
  513

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
  (b)

  	
   

  	
   

  	
  508

  	
   

  
	
   

  	
  (c)

  	
   

  	
   

  	
  104

  	
   

  
	
  '317

  	
  (a)(1)

  	
   

  	
   

  	
  503

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  504

  	
   

  
	
   

  	
  (b)

  	
   

  	
   

  	
  1003

  	
   

  
	
  '318

  	
  (a)

  	
   

  	
   

  	
  107

  	
   

  



 


NOTE: This reconciliation and tie shall not, for any
purpose, be deemed to be a part of the Indenture.
















TABLE OF CONTENTS


	
  

  	
   

  	
  Page

  	
   

  
	
  PARTIES

  	
   

  	
  1

  	
   

  
	
  RECITALS OF THE COMPANY

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE ONE

  	
   

  	
   

  	
   

  
	
  DEFINITIONS AND
  OTHER PROVISIONS

  	
   

  	
   

  	
   

  
	
  of General Application

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 101. Definitions.

  	
   

  	
  1

  	
   

  
	
  “Act”

  	
   

  	
  1

  	
   

  
	
  “Affiliate”

  	
   

  	
  1

  	
   

  
	
  “Agent”

  	
   

  	
  2

  	
   

  
	
  “Authenticating Agent”

  	
   

  	
  2

  	
   

  
	
  “Board of Directors”

  	
   

  	
  2

  	
   

  
	
  “Board Resolution”

  	
   

  	
  2

  	
   

  
	
  “Business Day”

  	
   

  	
  2

  	
   

  
	
  “Commission”

  	
   

  	
  2

  	
   

  
	
  “Company”

  	
   

  	
  2

  	
   

  
	
  “Company Request” or
  “Company Order”

  	
   

  	
  2

  	
   

  
	
  “Corporate Trust
  Office”

  	
   

  	
  2

  	
   

  
	
  “corporation”

  	
   

  	
  2

  	
   

  
	
  “Covenant Defeasance”

  	
   

  	
  2

  	
   

  
	
  “Defaulted Interest”

  	
   

  	
  2

  	
   

  
	
  “Defeasance”

  	
   

  	
  2

  	
   

  
	
  “Definitive Security”

  	
   

  	
  2

  	
   

  
	
  “Depository”

  	
   

  	
  2

  	
   

  
	
  “Event of Default”

  	
   

  	
  3

  	
   

  
	
  “Exchange Act”

  	
   

  	
  3

  	
   

  
	
  “Expiration Date”

  	
   

  	
  3

  	
   

  
	
  “Global Securities”

  	
   

  	
  3

  	
   

  
	
  “Global Security
  Legend”

  	
   

  	
  3

  	
   

  
	
  “Holder”

  	
   

  	
  3

  	
   

  
	
  “Indenture”

  	
   

  	
  3

  	
   

  
	
  “interest”

  	
   

  	
  3

  	
   

  
	
  “Interest Payment Date”

  	
   

  	
  3

  	
   

  
	
  “Investment Company
  Act”

  	
   

  	
  3

  	
   

  
	
  “Maturity”

  	
   

  	
  3

  	
   

  
	
  “Notice of Default”

  	
   

  	
  3

  	
   

  
	
  “Officer”

  	
   

  	
  3

  	
   

  
	
  “Officers’ Certificate”

  	
   

  	
  3

  	
   

  
	
  “Opinion of Counsel”

  	
   

  	
  3

  	
   

  
	
  “Original Issue
  Discount Security”

  	
   

  	
  3

  	
   

  
	
  “Outstanding”

  	
   

  	
  4

  	
   

  
	
  “Participant”

  	
   

  	
  4

  	
   

  
	
  “Paying Agent”

  	
   

  	
  4

  	
   

  
	
  “Person”

  	
   

  	
  4

  	
   

  
	
  “Place of Payment”

  	
   

  	
  4

  	
   

  
	
  “Predecessor Security”

  	
   

  	
  4

  	
   

  
	
  “Redemption Date”

  	
   

  	
  5

  	
   

  
	
  “Redemption Price”

  	
   

  	
  5

  	
   

  



 


NOTE: This Table of Contents shall not, for any
purpose, be deemed to be a part of the Indenture.













 


	
  “Regular Record Date”

  	
   

  	
  5

  	
   

  
	
  “Responsible Officer”

  	
   

  	
  5

  	
   

  
	
  “Securities”

  	
   

  	
  5

  	
   

  
	
  “Securities Act”

  	
   

  	
  5

  	
   

  
	
  “Security Register” and
  “Security Registrar”

  	
   

  	
  5

  	
   

  
	
  “Special Record Date”

  	
   

  	
  5

  	
   

  
	
  “Stated Maturity”

  	
   

  	
  5

  	
   

  
	
  “Subsidiary”

  	
   

  	
  5

  	
   

  
	
  “Trust Indenture Act”

  	
   

  	
  5

  	
   

  
	
  “Trustee”

  	
   

  	
  5

  	
   

  
	
  “U.S. Government
  Obligation”

  	
   

  	
  5

  	
   

  
	
  “Vice President”

  	
   

  	
  6

  	
   

  
	
  SECTION 102. Compliance Certificates and Opinions.

  	
   

  	
  6

  	
   

  
	
  SECTION 103. Form of Documents Delivered to Trustee.

  	
   

  	
  6

  	
   

  
	
  SECTION 104. Acts of Holders; Record Dates.

  	
   

  	
  6

  	
   

  
	
  SECTION 105. Notices, Etc., to Trustee and Company.

  	
   

  	
  8

  	
   

  
	
  SECTION 106. Notice to Holders, Waiver.

  	
   

  	
  8

  	
   

  
	
  SECTION 107. Conflict with Trust Indenture Act.

  	
   

  	
  8

  	
   

  
	
  SECTION 108. Effect of Headings and Table of Contents.

  	
   

  	
  8

  	
   

  
	
  SECTION 109. Successors and Assigns.

  	
   

  	
  9

  	
   

  
	
  SECTION 110. Separability Clause.

  	
   

  	
  9

  	
   

  
	
  SECTION 111. Benefits of Indenture.

  	
   

  	
  9

  	
   

  
	
  SECTION 112. Governing Law.

  	
   

  	
  9

  	
   

  
	
  SECTION 113. Legal Holidays.

  	
   

  	
  9

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  	
   

  	
   

  	
   

  
	
  Security Forms

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 201. Form and Dating.

  	
   

  	
  9

  	
   

  
	
  SECTION 202. Execution and Authentication.

  	
   

  	
  10

  	
   

  
	
  SECTION 203. Transfer and Exchange.

  	
   

  	
  11

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  	
   

  	
   

  	
   

  
	
  The Securities

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 301. Amount Unlimited; Issuable in Series.

  	
   

  	
  14

  	
   

  
	
  SECTION 302. Intentionally Omitted.

  	
   

  	
  16

  	
   

  
	
  SECTION 303. Intentionally Omitted.

  	
   

  	
  16

  	
   

  
	
  SECTION 304. Temporary Securities.

  	
   

  	
  16

  	
   

  
	
  SECTION 305. Registration; Registration of Transfer and Exchange.

  	
   

  	
  16

  	
   

  
	
  SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

  	
   

  	
  17

  	
   

  
	
  SECTION 307. Payment of Interest; Interest Rights Preserved.

  	
   

  	
  17

  	
   

  
	
  SECTION 308. Persons Deemed Owners.

  	
   

  	
  18

  	
   

  
	
  SECTION 309. Cancellation.

  	
   

  	
  18

  	
   

  
	
  SECTION 310. Computation of Interest.

  	
   

  	
  18

  	
   

  
	
  SECTION 311. CUSIP Numbers.

  	
   

  	
  19

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  	
   

  	
   

  	
   

  
	
  Satisfaction and Discharge

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 401. Satisfaction and Discharge of Indenture.

  	
   

  	
  19

  	
   

  
	
  SECTION 402. Application of Trust Money.

  	
   

  	
  20

  	
   

  



 



 ii
 









 


	
  ARTICLE FIVE

  	
   

  	
   

  	
   

  
	
  Remedies

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 501. Events of Default.

  	
   

  	
  20

  	
   

  
	
  SECTION 502. Acceleration of Maturity; Rescission and Annulment.

  	
   

  	
  21

  	
   

  
	
  SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

  	
   

  	
  22

  	
   

  
	
  SECTION 504. Trustee May File Proofs of Claim.

  	
   

  	
  22

  	
   

  
	
  SECTION 505. Trustee May Enforce Claims Without Possession of Securities.

  	
   

  	
  22

  	
   

  
	
  SECTION 506. Application of Money Collected.

  	
   

  	
  23

  	
   

  
	
  SECTION 507. Limitation on Suits.

  	
   

  	
  23

  	
   

  
	
  SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and
  Interest.

  	
   

  	
  24

  	
   

  
	
  SECTION 509. Restoration of Rights and Remedies.

  	
   

  	
  24

  	
   

  
	
  SECTION 510. Rights and Remedies Cumulative.

  	
   

  	
  24

  	
   

  
	
  SECTION 511. Delay or Omission Not Waiver.

  	
   

  	
  24

  	
   

  
	
  SECTION 512. Control by Holders.

  	
   

  	
  24

  	
   

  
	
  SECTION 513. Waiver of Past Defaults.

  	
   

  	
  24

  	
   

  
	
  SECTION 514. Undertaking for Costs.

  	
   

  	
  25

  	
   

  
	
  SECTION 515. Waiver of Usury, Stay or Extension Laws.

  	
   

  	
  25

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  	
   

  	
   

  	
   

  
	
  The Trustee

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 601. Certain Duties and Responsibilities.

  	
   

  	
  25

  	
   

  
	
  SECTION 602. Notice of Defaults.

  	
   

  	
  26

  	
   

  
	
  SECTION 603. Certain Rights of Trustee.

  	
   

  	
  26

  	
   

  
	
  SECTION 604. Not Responsible for Recitals or Issuance of Securities.

  	
   

  	
  28

  	
   

  
	
  SECTION 605. May Hold Securities.

  	
   

  	
  28

  	
   

  
	
  SECTION 606. Money Held in Trust.

  	
   

  	
  28

  	
   

  
	
  SECTION 607. Compensation and Reimbursement.

  	
   

  	
  28

  	
   

  
	
  SECTION 608. Conflicting Interests.

  	
   

  	
  29

  	
   

  
	
  SECTION 609. Corporate Trustee Required; Eligibility.

  	
   

  	
  29

  	
   

  
	
  SECTION 610. Resignation and Removal; Appointment of Successor.

  	
   

  	
  29

  	
   

  
	
  SECTION 611. Acceptance of Appointment by Successor.

  	
   

  	
  30

  	
   

  
	
  SECTION 612. Merger, Conversion, Consolidation or Succession to Business.

  	
   

  	
  31

  	
   

  
	
  SECTION 613. Preferential Collection of Claims Against Company.

  	
   

  	
  31

  	
   

  
	
  SECTION 614. Appointment of Authenticating Agent.

  	
   

  	
  31

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  	
   

  	
   

  	
   

  
	
  Holders’ Lists and Reports by Trustee and Company

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 701. Preservation of Information; Communications to Holders.

  	
   

  	
  32

  	
   

  
	
  SECTION 702. Reports by Trustee.

  	
   

  	
  33

  	
   

  
	
  SECTION 703. Reports by Company.

  	
   

  	
  33

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  	
   

  	
   

  	
   

  
	
  Consolidation, Merger, Conveyance, Transfer or Lease

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.

  	
   

  	
  33

  	
   

  
	
  SECTION 802. Successor Substituted.

  	
   

  	
  34

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  	
   

  	
   

  	
   

  
	
  Supplemental Indentures

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 901. Supplemental Indentures Without Consent of Holders.

  	
   

  	
  34

  	
   

  
	
  SECTION 902. Supplemental Indentures with Consent of Holders.

  	
   

  	
  35

  	
   

  



 



 iii
 









 


	
  SECTION 903. Execution of Supplemental Indentures.

  	
   

  	
  36

  	
   

  
	
  SECTION 904. Effect of Supplemental Indentures.

  	
   

  	
  36

  	
   

  
	
  SECTION 905. Conformity with Trust Indenture Act.

  	
   

  	
  36

  	
   

  
	
  SECTION 906. Notice of Supplemental Indenture; Reference in Securities to
  Supplemental Indentures.

  	
   

  	
  36

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  	
   

  	
   

  	
   

  
	
  Covenants

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1001. Payment of Principal, Premium and Interest.

  	
   

  	
  36

  	
   

  
	
  SECTION 1002. Maintenance of Office or Agency.

  	
   

  	
  36

  	
   

  
	
  SECTION 1003. Money for Securities Payments to Be Held in Trust.

  	
   

  	
  37

  	
   

  
	
  SECTION 1004. Statement by Officers as to Default.

  	
   

  	
  37

  	
   

  
	
  SECTION 1005. Existence.

  	
   

  	
  38

  	
   

  
	
  SECTION 1006. Maintenance of Properties.

  	
   

  	
  38

  	
   

  
	
  SECTION 1007. Payment of Taxes and Other Claims.

  	
   

  	
  38

  	
   

  
	
  SECTION 1008. Waiver of Certain Covenants.

  	
   

  	
  38

  	
   

  
	
  SECTION 1009. Calculation of Original Issue Discount.

  	
   

  	
  38

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  	
   

  	
   

  	
   

  
	
  Redemption of Securities

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1101. Applicability of Article.

  	
   

  	
  39

  	
   

  
	
  SECTION 1102. Election to Redeem; Notice to Trustee.

  	
   

  	
  39

  	
   

  
	
  SECTION 1103. Selection by Trustee of Securities to Be Redeemed.

  	
   

  	
  39

  	
   

  
	
  SECTION 1104. Notice of Redemption.

  	
   

  	
  39

  	
   

  
	
  SECTION 1105. Deposit of Redemption Price.

  	
   

  	
  40

  	
   

  
	
  SECTION 1106. Securities Payable on Redemption Date.

  	
   

  	
  40

  	
   

  
	
  SECTION 1107. Securities Redeemed in Part.

  	
   

  	
  41

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE

  	
   

  	
   

  	
   

  
	
  Sinking Funds

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1201. Applicability of Article.

  	
   

  	
  41

  	
   

  
	
  SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.

  	
   

  	
  41

  	
   

  
	
  SECTION 1203. Redemption of Securities for Sinking Fund.

  	
   

  	
  41

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN

  	
   

  	
   

  	
   

  
	
  Defeasance and Covenant Defeasance

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1301. Company’s Option to Effect Defeasance or Covenant Defeasance.

  	
   

  	
  42

  	
   

  
	
  SECTION 1302. Defeasance and Discharge.

  	
   

  	
  42

  	
   

  
	
  SECTION 1303. Covenant Defeasance.

  	
   

  	
  42

  	
   

  
	
  SECTION 1304. Conditions to Defeasance or Covenant Defeasance.

  	
   

  	
  42

  	
   

  
	
  SECTION 1305. Deposited Money and U.S. Government Obligations to Be Held in Trust;
  Miscellaneous Provisions.

  	
   

  	
  44

  	
   

  
	
  SECTION 1306. Reinstatement.

  	
   

  	
  44

  	
   

  



 


SIGNATURES


EXHIBITS:


Exhibit
A: Form of Security



 iv















INDENTURE, dated as of *, between HURCO COMPANIES,
INC., a corporation duly organized and existing under the laws of the State of
Indiana (herein called the “Company”), having its principal office at One
Technology Way, Indianapolis, Indiana, and WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association, Trustee (herein called 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
unsecured notes, debentures or other evidences of indebtedness (herein called
the “Securities”), to be issued in one or more series under this Indenture.


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


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 or of
series thereof, as follows:


ARTICLE One



Definitions and Other Provisions

of General Application


SECTION 101. Definitions.


For all purposes
of this Indenture, except as otherwise expressly provided or unless the context
otherwise requires:


(1)           the
terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular;


(2)           all
other terms used herein which are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them therein;


(3)           all
accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles, and, except
as otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder
shall mean such accounting principles as are generally accepted at the date of
such computation;


(4)           unless
the context otherwise requires, any reference to an “Article,” a “Section” or a
Subsection refers to an Article, a Section or a Subsection, as the case may be,
of this Indenture; and


(5)           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,
Subsection or other subdivision.


“Act”, when used with respect to any Holder, has the
meaning specified in Section 104.


“Affiliate” of any specified Person means any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, 













directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.


“Agent” means any Security Registrar, Paying Agent or
co-registrar.


“Authenticating Agent” means any Person authorized by
the Trustee pursuant to Section 614 to act on behalf of the Trustee to
authenticate Securities of one or more series.


“Board of Directors” means either the board of
directors of the Company or any duly authorized committee of that board.


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


“Business Day”, when used with respect to any Place of
Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment are authorized
or obligated by law or executive order to close.


“Commission” means the Securities and Exchange
Commission, from time to time constituted, created under the Exchange Act, or,
if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.


“Company” means the Person named as the “Company” in
the first paragraph of this instrument until a successor Person shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter “Company” shall mean such successor Person.


“Company Request” or “Company Order” means a written
request or order signed in the name of the Company by its Chairman of the
Board, its President or a Vice President, and by its Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee.


“Corporate Trust Office” means the office of the
Trustee or the Security Registrar, as the case may be, at which at any
particular time its corporate trust business shall be principally administered,
which office as of the date of this instrument is located at 625 Marquette
Avenue, MAC N9311-110, Minneapolis, MN 55479, or which office is located at
such other address as the Trustee may designate from time to time by notice to
the Holders and the Company.


“corporation” means a corporation, association,
company, joint-stock company or business (including Delaware statutory) trust.


“Covenant Defeasance” has the meaning specified in
Section 1303.


“Defaulted Interest” has the meaning specified in
Section 307.


“Defeasance” has the meaning specified in Section
1302.


“Definitive Security” means a certificated Security
registered in the name of the Holder thereof and issued in accordance with
Section 203 hereof, substantially in the form of Exhibit A hereto, except that
such Security shall not bear the Global Security Legend and shall not have the “Schedule
of Exchanges of Interests in the Global Security” attached thereto.


“Depository” means, with respect to Securities of any
series issuable in whole or in part in the form of one or more Global
Securities, a clearing agency registered under the Exchange Act that is
designated to act as Depository for such Securities as contemplated by Section
203.



 2
 









“Event of Default” has the meaning specified in
Section 501.


“Exchange Act” means the Securities Exchange Act of
1934 and any statute successor thereto, in each case as amended from time to
time.


“Expiration Date” has the meaning specified in Section
104.


“Global Securities” means the Securities,
substantially in the form of Exhibit A hereto, as appropriate, that bear the
Global Security Legend and that have the “Schedule of Exchanges of Interests in
the Global Security” attached thereto, and that are deposited with or on behalf
of and registered in the name of the Depository, issued in accordance with
Section 201 or 203 of this Indenture.


“Global Security Legend” means the legend set forth in
Section 203(2), which is required to be placed on all Global Securities issued
under this Indenture.


“Holder” means a Person in whose name a Security is
registered in the Security Register.


“Indenture” means this instrument as originally
executed and as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively. The term “Indenture” shall also include the terms of
particular series of Securities established as contemplated by Section 301.


“interest”, when used with respect to an Original
Issue Discount Security which by its terms bears interest only after Maturity,
means interest payable after Maturity.


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


“Investment Company Act” means the Investment Company
Act of 1940 and any statute successor thereto, in each case as amended from
time to time.


“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 or
otherwise.


“Notice of Default” means a written notice of the kind
specified in Section 501(4).


“Officer”
means the Chairman of the Board, the Chief Executive Officer, the Chief
Financial Officer, the Chief Legal and Administrative Officer, a President,
Vice President, Treasurer, Assistant Treasurer, Secretary or an Assistant
Secretary, of the Company.


“Officers’ Certificate” means a certificate signed on
behalf of the Company by the Chairman of the Board, the Chief Executive
Officer, the Chief Financial Officer, the President or a Vice President, and by
the Chief Legal and Administrative Officer, the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee. One of the officers signing an Officers’ Certificate
given pursuant to Section 1004 shall be the principal executive, financial or
accounting officer of the Company.


“Opinion of Counsel” means a written opinion of legal
counsel, who may be an employee of, or outside counsel for, the Company or the
Trustee, and who shall be acceptable to the Trustee.


“Original Issue Discount Security” means any Security
which provides for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant
to Section 502.



 3
 









“Outstanding”,
when used with respect to Securities, means, as of the date of determination,
all Securities theretofore authenticated and delivered under this Indenture,
except:


(1)           Securities
theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;


(2)           Securities
for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of such Securities;
provided, however, 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;


(3)           Securities
as to which Defeasance has been effected pursuant to Section 1302; and


(4)           Securities
which have been paid pursuant to Section 306 or in exchange for or in lieu of
which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company;


provided, however, that in determining whether the
Holders of the requisite principal amount of the Outstanding Securities have
given, made or taken any request, demand, authorization, direction, notice,
consent, waiver or other action hereunder as of any date, (A) the principal
amount of an Original Issue Discount Security which shall be deemed to be
Outstanding shall be the amount of the principal thereof which would be due and
payable as of such date upon acceleration of the Maturity thereof to such date
pursuant to Section 502, (B) if, as of such date, the principal amount payable
at the Stated Maturity of a Security is not determinable, the principal amount
of such Security which shall be deemed to be Outstanding shall be the amount as
specified or determined as contemplated by Section 301, (C) the principal
amount of a Security denominated in one or more foreign currencies or currency
units which shall be deemed to be Outstanding shall be the U.S. dollar
equivalent, determined as of such date in the manner provided as contemplated
by Section 301, of the principal amount of such Security (or, in the case of a
Security described in Clause (A) or (B) above, of the amount determined as
provided in such Clause), and (D) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent, waiver or other
action, only Securities of which a Responsible Officer of the Trustee has
actual knowledge are so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee’s right so
to act with respect to such Securities and that the pledgee is not the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor.


“Participant” means, with respect to the Depository, a
Person who has an account with the Depository.


“Paying Agent” means any Person authorized by the Company
to pay the principal of or any premium or interest on any Securities on behalf
of the Company.


“Person” means any individual, corporation,
partnership, limited liability company, joint venture, trust, unincorporated
organization or government or any agency or political subdivision of a
government or governmental agency.


“Place of Payment”, when used with respect to the
Securities of any series, means the place or places where the principal of and
any premium and interest on the Securities of that series are payable as
specified, as contemplated by Section 301.


“Predecessor Security” of any particular Security
means every previous Security evidencing all or a portion of the same debt as
that evidenced by such particular Security, and, for the purposes of this
definition, any Security 



 4
 









authenticated and delivered under Section 306 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security.


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


“Redemption Price”, when used with respect to any
Security to be redeemed, means the price at which it is to be redeemed pursuant
to this Indenture.


“Regular Record Date” for the interest payable on any
Interest Payment Date on the Securities of any series means the date specified
for that purpose as contemplated by Section 301.


“Responsible Officer”, when used with respect to the
Trustee, means any officer of the Trustee within the Corporate Trust Department
of the Trustee (or any successor unit or department of the Trustee) located at
the Corporate Trust Office of the Trustee who has direct responsibility for the
administration of this Indenture and, for the purposes of Section 601(3)(B) and
Section 602 (for the purposes of Section 315(b) of the Trust Indenture Act),
shall also include any officer of the Trustee to whom any corporate trust
matter is referred because of his knowledge of and familiarity with the
particular subject.


“Securities” means the Securities described in the
first recital hereto and issued on the date hereof. For all purposes of this
Indenture, the term “Securities” shall include the Securities initially issued
on the date hereof and any other Securities issued after the date hereof under
this Indenture.


“Securities Act” means the Securities Act of 1933 and
any statute successor thereto, in each case as amended from time to time.


“Security Register” and “Security Registrar” have the
respective meanings specified in Section 305.


“Special Record Date” for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 307.


“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.


“Subsidiary” means a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries. For the purposes of this definition, “voting stock” means
stock which ordinarily has voting power for the election of directors, whether
at all times or only so long as no senior class of stock has such voting power
by reason of any contingency.


“Trust Indenture Act” means the Trust Indenture Act of
1939 as in force at the date as of which this instrument was executed;
provided, however, that in the event the Trust Indenture Act of 1939 is amended
after such date, “Trust Indenture Act” means, to the extent required by any
such amendment, the Trust Indenture Act of 1939 as so amended.


“Trustee” means the Person named as the “Trustee” in
the first paragraph of this instrument until a successor Trustee shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter “Trustee” shall mean or include each Person who is then a Trustee
hereunder, 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 Obligation” has the meaning specified
in Section 1304.



 5
 









“Vice President”, when used with respect to the
Company or the Trustee, means any vice president, whether or not designated by
a number or a word or words added before or after the title “vice president”.


SECTION 102. Compliance
Certificates and Opinions.


Upon any application or request by the Company to the
Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee such certificates and opinions as may be requested
by the Trustee. Each such certificate or opinion shall be given in the form of
an Officers’ Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the requirements
of the Trust Indenture Act and any other requirements set forth in this
Indenture.


Every certificate
(other than a certificate pursuant to Section 314(a)(4) of the Trust Indenture
Act) or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include,


(1)           a
statement that each individual signing such certificate or opinion has read
such covenant or condition and the definitions herein relating thereto;


(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 each such individual, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and


(4)           a
statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.


SECTION 103. Form of
Documents Delivered to Trustee.


In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several
documents.


Any certificate or opinion of an officer of the
Company may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such certificate or opinion
of counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in
the possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.


Where any Person is required to make, give or execute
two or more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.


SECTION 104. Acts of Holders;
Record Dates.


Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing, and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument 



 6
 









or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Section 601) conclusive in favor
of the Trustee and the Company, if made in the manner provided in this Section.


The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. Where such execution is by a signer acting in a capacity other than
his individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient.


The ownership of Securities shall be proved by the
Security Register.


Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee or
the Company in reliance thereon, whether or not notation of such action is made
upon such Security.


The Company may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities of any series
entitled to give, make or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Indenture
to be given, made or taken by Holders of Securities of such series; provided,
however, that the Company may not set a record date for, and the provisions of
this paragraph shall not apply with respect to, the giving or making of any
notice, declaration, request or direction referred to in the next paragraph. If
any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided, however, that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Company from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in
this paragraph shall be construed to render ineffective any action taken by
Holders of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any record
date is set pursuant to this paragraph, the Company, at its own expense, shall
cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section
106.


The Trustee may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities of any series
entitled to join in the giving or making of (1) any Notice of Default, (2) any
declaration of acceleration referred to in Section 502, (3) any request to
institute proceedings referred to in Section 507(2) or (4) any direction
referred to in Section 512, in each case with respect to Securities of such
series. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of such series on such record date, and no other
Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date;
provided, however, that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities of such series on such record date.
Nothing in this paragraph shall be construed to prevent the Trustee from
setting a new record date for any action for which a record date has previously
been set pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by any Person be cancelled and of no
effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Trustee, at the
Company’s expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Company in
writing and to each Holder of Securities of the relevant series in the manner
set forth in Section 106.



 7
 









With respect to any record date set pursuant to this
Section, the party hereto which sets such record dates may designate any day as
the “Expiration Date” and from time to time may change the Expiration Date to
any earlier or later day; provided, however, that no such change shall be
effective unless notice of the proposed new Expiration Date is given to the
other party hereto in writing, and to each Holder of Securities of the relevant
series in the manner set forth in Section 106, on or prior to the existing
Expiration Date. If an Expiration Date is not designated with respect to any
record date set pursuant to this Section, the party hereto which set such
record date shall be deemed to have initially designated the 180th day after
such record date as the Expiration Date with respect thereto, subject to its
right to change the Expiration Date as provided in this paragraph. Notwithstanding
the foregoing, no Expiration Date shall be later than the 180th day after the
applicable record date.


Without limiting the foregoing, a Holder entitled
hereunder to take any action hereunder with regard to any particular Security
may do so with regard to all or any part of the principal amount of such
Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any part of such principal
amount.


SECTION 105. Notices, Etc.,
to Trustee and Company.


Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given
or furnished to, or filed with,


(1)           the
Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee
at its Corporate Trust Office, Attention: Hurco Companies, Inc. Account
Manager, or


(2)           the
Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, to the Company addressed to it at the
address of its principal office specified in the first paragraph of this instrument
or at any other address previously furnished in writing to the Trustee by the
Company.


SECTION 106. Notice to
Holders, Waiver.


Where this Indenture provides for notice to Holders of
any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent via electronic transmission or
mailed, first-class postage prepaid, to each Holder affected by such event, at
his address as it appears in the Security Register, not later than the latest
date (if any), and not earlier than the earliest date (if any), prescribed for
the giving of such notice. In any case where notice to Holders is sent
electronically or given by mail, neither the failure to send or mail such
notice, nor any defect in any notice so sent, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.


SECTION 107. Conflict with
Trust Indenture Act.


If any provision hereof limits, qualifies or conflicts
with a provision of the Trust Indenture Act which is required under such Act or
deemed to be a part of and govern this Indenture, such required or deemed provision
shall control. If any provision of this Indenture modifies or excludes any
provision of the Trust Indenture Act 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.


SECTION 108. Effect of
Headings and Table of Contents.


The Article and Section headings herein and the Table
of Contents are for convenience only and shall not affect the construction
hereof.



 8















SECTION 109. Successors and
Assigns.


All covenants and agreements in this Indenture by the
Company shall bind its successors and assigns, whether so expressed or not.


SECTION 110. Separability
Clause.


In case any provision in this Indenture or in 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.


SECTION 111. Benefits of
Indenture.


Nothing in this Indenture or in the Securities,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder and the Holders, any benefit or any legal or
equitable right, remedy or claim under this Indenture.


SECTION 112. Governing Law.


This Indenture and the Securities shall be governed by
and construed in accordance with the laws of the State of New York (including
without limitation Section 5-1401 of the New York General Obligations Law or
any successor to such statute). The Trustee and the Company agree to submit to
the non-exclusive jurisdiction of any United States federal or state court
located in the Borough of Manhattan, in The City of New York in any action or
proceeding arising out of or relating to this Indenture or the Securities.


The Trustee and the Company hereby knowingly,
voluntarily and intentionally waive any rights they may have to a trial by jury
in respect of any litigation based hereon, or arising out of, under or in
connection with this Indenture or any course of conduct, course of dealing,
statements (whether oral or written) or actions of the Trustee or the Company
relating thereto. The Company acknowledges and agrees that it has received full
and sufficient consideration for this provision and that this provision is a
material inducement for the Trustee and the Holders entering into this
Indenture.


SECTION
113. Legal Holidays.


In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities (other than a provision of any Security which
specifically states that such provision shall apply in lieu of this Section))
payment of interest or principal (and premium, if any) need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated Maturity; and no interest
shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be, if payment is made on
the next succeeding Business Day.


ARTICLE Two



Security Forms


SECTION 201. Form and Dating.


The Securities of each series and the Trustee’s
certificate of authentication thereon shall be in substantially the form set
forth in Exhibit A hereto, the terms of which are incorporated in and made a
part of this Indenture, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depository therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by 



 9
 









their execution thereof. If the form of Securities of
any series is established by action taken by or pursuant to a Board Resolution,
a copy of an appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 202
for the authentication and delivery of such Securities. Unless otherwise
provided as contemplated by Section 301 with respect to any series of
Securities, each Security shall be dated the date of its authentication. Unless
otherwise provided as contemplated by Section 301 with respect to any series of
Securities, the Securities shall be issuable only in denominations of $1,000
and integral multiples thereof.


The Definitive Securities shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities. Securities issued in global
form shall be substantially in the form of Exhibit A attached hereto (including
the Global Security Legend thereon and the “Schedule of Exchanges of Interests
in the Global Security” attached thereto). Securities issued in definitive form
shall be substantially in the form of Exhibit A attached hereto (but without
the Global Security Legend thereon and without the “Schedule of Exchanges of
Interests in the Global Security” attached thereto). Each Global Security shall
represent such of the outstanding Securities as shall be specified therein and
each shall provide that it shall represent the aggregate principal amount of
outstanding Securities from time to time endorsed thereon and that the aggregate
principal amount of outstanding Securities represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Security to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding
Securities represented thereby shall be made by the Trustee in accordance with
instructions given by the Holder thereof as required by Section 203 hereof.


SECTION 202. Execution and
Authentication.


Two Officers of the Company shall sign the Securities
for the Company, by manual or facsimile signature.


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


A Security shall not be valid or obligatory, or
entitled to any benefit under this Indenture, unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein manually executed by the Trustee or an Authentication Agent. The manual
signature of the Trustee shall be conclusive evidence, and the only evidence,
that such Security has been authenticated and delivered in accordance with the
terms of this Indenture and is entitled to the benefits of this Indenture.


The Trustee, upon a Company Order, shall authenticate
and deliver Securities for original issue in an aggregate principal amount
specified in such order. Such Company Order shall specify the principal amount
of the Securities to be authenticated and the date on which the original issue
of Securities is to be authenticated. The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is
unlimited.


If the form or
terms of the Securities of the series have been established by or pursuant to
one or more Board Resolutions as permitted by Sections 201 and 301, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,


(1)           if
the form of such Securities has been established by or pursuant to a Board
Resolution as permitted by Section 201, that such form has been established in
conformity with the provisions of this Indenture;


(2)           if
the terms of such Securities have been established by or pursuant to a Board
Resolution as permitted by Section 301, that such terms have been established
in conformity with the provisions of this Indenture; and


(3)           that
such Securities, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute 



 10
 









valid and legally binding
obligations of the Company, enforceable in accordance with their terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’
rights and to general equity principles.


If such form or terms have been so established, the
Trustee shall not be required to authenticate such Securities if the issue of
such Securities pursuant to this Indenture will affect the Trustee’s own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee.


Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by
the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309, for all purposes of this Indenture
such Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.


SECTION
203. Transfer and Exchange.


(1)           Transfer
and Exchange of Global Securities. A Global Security may not be transferred as
a whole except by the Depository to a nominee of the Depository, by a nominee
of the Depository to the Depository or to another nominee of the Depository, or
by the Depository or any such nominee to a successor Depository or a nominee of
such successor Depository. The Company initially appoints The Depository Trust
Company (“DTC”) to act as Depository with respect to the Global Securities.
Global Securities shall be exchanged by the Company for Definitive Securities
if:


(A)          the
Company delivers to the Trustee notice from the Depository that it is unwilling
or unable to continue to act as Depository or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depository is not appointed by the Company within 120 days after the date of
such notice from the Depository; or


(B)           the
Company in its sole discretion determines that the Global Securities (in whole
but not in part) should be exchanged for Definitive Securities and delivers
written notice to such effect to the Trustee; or


(C)           there
shall have occurred and be continuing an Event of Default under this Indenture
and the Trustee has received a request from the Depository or any Holder to
issue Definitive Securities.


Upon the
occurrence of any of the preceding events in (A) or (B) above, the Company will
notify the Trustee in writing that, upon surrender by the Participants of their
interest in such Global Securities, Definitive Securities will be issued to
each Person that such Participants and the Depository identify as being the
beneficial owner of the related Securities. Global Securities also may be
exchanged or replaced, in whole or in part, as provided in Sections 304, 305
and 306 hereof. Except as otherwise provided above in this Section 203, every
Security authenticated and delivered in exchange for, or in lieu of, a Global
Security or any portion thereof, pursuant to this Section 203 or Sections 304,
305 or 306 hereof, shall be authenticated and delivered in the form of, and
shall be, a Global Security. A Global Security may not be exchanged for another
Security other than as provided in this Section 203(1).


(2)           Legends.
The following legend shall appear on the face of all Global Securities issued
under this Indenture unless specifically stated otherwise in the applicable provisions
of this Indenture:



 11
 









“THIS GLOBAL SECURITY IS HELD BY AND REGISTERED IN THE
NAME OF THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY),
IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (A) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 203 OF THE INDENTURE, (B) THIS GLOBAL SECURITY
MAY BE EXCHANGED PURSUANT TO SECTION 203(1) OF THE INDENTURE, (C) THIS GLOBAL
SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
309 OF THE INDENTURE AND (D) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.


UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.”


(3)           General
Provisions Relating to Transfers and Exchanges.


(A)          To
permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Global Securities and Definitive Securities upon
the Company’s order or at the Security Registrar’s request.


(B)           No
service charge shall be made to a Holder of a Definitive Security for any
registration of transfer or exchange, but the Company may require payment of a sum sufficient
to cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Section 305 hereof).


(C)           The
Security Registrar shall not be required to register the transfer of or
exchange any Security selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.


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



 12
 









(E)           The
Company shall not be required (i) to issue, to register the transfer of or to
exchange any Securities during a period beginning at the opening of business on
a Business Day 15 days before the day of any selection of Securities for
redemption under Section 1103 hereof and ending at the close of business on the
day of selection or (ii) to register the transfer of or to exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part or (iii) to register the
transfer of or to exchange a Security between a record date for the payment of
interest and the next succeeding Interest Payment Date.


(F)           Prior
to due presentment for the registration of a transfer of any Security, the
Trustee, any Agent and the Company may deem and treat the Person in whose name
any Security is registered as the absolute owner of such Security for the
purpose of receiving payment of principal of and interest on such Securities
and for all other purposes, and none of the Trustee, any Agent or the Company
shall be affected by notice to the contrary.


(G)           The
Trustee shall authenticate Global Securities and Definitive Securities upon
original issuance in accordance with the provisions of Section 202 hereof.


(H)          All
certifications, certificates and Opinions of Counsel required to be submitted
to the Security Registrar pursuant to this Section 203 to effect a registration
of transfer or exchange may be submitted by facsimile with the original to
follow by first class mail.


(4)           No
Obligation of the Trustee.


(A)          None
of the Trustee, any Paying Agent or the Security Registrar shall have any
responsibility or obligation to any beneficial owner in a Global Security, a
member of, or a participant in the Depository or other Person with respect to
the accuracy of the records of the Depository or its nominee or of any
participant or member thereof, with respect to any ownership interest in the
Securities or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than the Depository) of any notice
(including any notice of redemption) or the payment of any amount, under or
with respect to such Securities. All notices and communications to be given to
the Holders and all payments to be made to Holders under the Securities shall
be given or made only to or upon the order of the registered Holders (which
shall be the Depository or its nominee in the case of the Global Security). The
rights of beneficial owners in the Global Security shall be exercised only
through the Depository subject to the applicable rules and procedures of the
Depository. The Trustee, any Paying Agent and the Security Registrar may rely
and shall be fully protected in relying upon information furnished by the
Depository with respect to its members, participants and any beneficial owners.
The Trustee, each Paying Agent and the Security Registrar shall be entitled to
deal with any depositary (including the Depository), and any nominee thereof,
that is the Holder of any Global Security for all purposes of this Indenture
relating to such global Security (including the payment of principal, premium,
if any, and interest and additional amounts, if any, and the giving of
instructions or directions by or to the owner or holder of a beneficial ownership
interest in such Global Security) as the sole Holder of such Global Security
and shall have no obligations to the beneficial owners thereof. None of the
Trustee, any Paying Agent or the Security Registrar shall have any
responsibility or liability for any acts or omissions of any such depositary
with respect to such Global Security, for the records of any such depositary,
including records in respect of beneficial ownership interests in respect of
any such Global Security, for any transactions between such depositary and any
participant in such depositary or between or among any such depositary, any
such participant and/or any holder or owner of a beneficial interest in such
Global Security or for any transfers of beneficial interests in any such Global
Security.


(B)           The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any Security
(including any transfers between or among Depository participants, members or
beneficial owners in the Global Security) other than to 



 13
 









make any required
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by, the
terms of this Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof.


ARTICLE
THREE



The Securities


SECTION 301. Amount
Unlimited; Issuable in Series.


The aggregate principal amount of Securities which may
be authenticated and delivered under this Indenture is unlimited.


The Securities may
be issued in one or more series. There shall be established in or pursuant to a
Board Resolution and, subject to Section 202, set forth, or determined in the
manner provided, in an Officers’ Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any
series,


(1)           the
title of the Securities of the series (which shall distinguish the Securities
of the series from 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 304,
305, 306, 906 or 1107 and except for any Securities which, pursuant to Section
202, are deemed never to have been authenticated and delivered hereunder);


(3)           the
Person to whom any interest on a Security of the series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest;


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


(5)           the
rate or rates at which any Securities of the series shall bear interest, if
any, the date or dates from which any such interest shall accrue, the Interest
Payment Dates on which any such interest shall be payable and the Regular
Record Date for any such interest payable on any Interest Payment Date;


(6)           the
place or places where the principal of and any premium and interest on any
Securities of the series shall be payable;


(7)           the
period or periods within which, the price or prices at which and the terms and
conditions upon which any Securities of the series may be redeemed, in whole or
in part, at the option of the Company and, if other than by a Board Resolution,
the manner in which any election by the Company to redeem the Securities shall
be evidenced;


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


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



 14
 









(10)         if
the amount of principal of or any premium or interest on any Securities of the
series may be determined with reference to an index or pursuant to a formula,
the manner in which such amounts shall be determined,


(11)         if
other than the currency of the United States of America, the currency,
currencies or currency units in which the principal of or any premium or
interest on any Securities of the series shall be payable and the manner of
determining the equivalent thereof in the currency of the United States of
America for any purpose, including for purposes of the definition of “Outstanding”
in Section 101;


(12)         if
the principal of or any premium or interest on any Securities of the series is
to be payable, at the election of the Company or the Holder thereof, in one or
more currencies or currency units other than that or those in which such
Securities are stated to be payable, the currency, currencies or currency units
in which the principal of or any premium or interest on such Securities as to
which such election is made shall be payable, the periods within which and the
terms and conditions upon which such election is to be made and the amount so
payable (or the manner in which such amount shall be determined);


(13)         if
other than the entire principal amount thereof, the portion of the principal
amount of any Securities of the series which shall be payable upon declaration
of acceleration of the Maturity thereof pursuant to Section 502;


(14)         if
the principal amount payable at the Stated Maturity of any Securities of the
series will not be determinable as of any one or more dates prior to the Stated
Maturity, the amount which shall be deemed to be the principal amount of such
Securities as of any such date for any purpose thereunder or hereunder,
including the principal amount thereof which shall be due and payable upon any
Maturity other than the Stated Maturity or which shall be deemed to be
Outstanding as of any date prior to the Stated Maturity (or, in any such case,
the manner in which such amount deemed to be the principal amount shall be
determined);


(15)         if
applicable, that the Securities of the series, in whole or any specified part,
shall be defeasible pursuant to Section 1302 or Section 1303 or both such
Sections and, if other than by a Board Resolution, the manner in which any
election by the Company to defease such Securities shall be evidenced;


(16)         if
applicable, that any Securities of the series shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the
respective Depositories for such Global Securities, the form of any legend or
legends which shall be borne by any such Global Security in addition to or in
lieu of that set forth in Section 203 and any circumstances in addition to or
in lieu of those set forth in Clause (B) of the last paragraph of Section
203(1) in which any such Global Security may be exchanged in whole or in part
for Securities registered, and any transfer of such Global Security in whole or
in part may be registered, in the name or names of Persons other than the
Depository for such Global Security or a nominee thereof;


(17)         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 502;


(18)         any
addition to or change in the covenants set forth in Article Ten which applies
to Securities of the series; and


(19)         any
other terms of the series (which
terms shall not be inconsistent with the provisions of this Indenture, except
as permitted by Section 901(5)).


All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise
be provided in or pursuant to the Board Resolution referred to above and
(subject to Section 202) set forth, 



 15
 









or determined in the manner provided, in the Officers’
Certificate referred to above or in any such indenture supplemental hereto.


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


SECTION 302. Intentionally
Omitted.


SECTION 303. Intentionally
Omitted.


SECTION 304. Temporary
Securities.


Pending the preparation of definitive Securities of
any series, the Company may execute and, upon receipt of Company Order the Trustee
shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the Definitive
Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of
such Securities.


If temporary Securities of any series are issued, the
Company will cause Definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of Definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for
Definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor one or more
Definitive Securities of the same series, of any authorized denominations and
of like tenor and aggregate principal amount. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same rights,
benefits and privileges under this Indenture as Definitive Securities of such
series and tenor.


SECTION 305. Registration;
Registration of Transfer and Exchange.


The Company shall cause to be kept at the Corporate
Trust Office of the Trustee a register (the register maintained in such office
or agency and in any other office or agency of the Company in a Place of
Payment being herein sometimes collectively referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities. The Trustee is hereby appointed “Security Registrar”
for the purpose of registering Securities and transfers of Securities as herein
provided.


Except as otherwise specified or contemplated by
Section 301 with respect to the Securities of any series, upon surrender for
registration of transfer of any Security of such series at the office or agency
of the Company in a Place of Payment, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of the same series, of
authorized denominations and of like tenor and aggregate principal amount.


Except as otherwise specified or contemplated by
Section 301 with respect to the Securities of any series, any Security of such
series may be exchanged at the option of the Holder, for one or more new
Securities of the same series, of authorized denominations and of like tenor
and aggregate principal amount, upon surrender of the Securities to be
exchanged at any such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities that the Holder making the exchange is
entitled to receive.


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



 16
 









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


Unless otherwise specified as contemplated by Section
301 with respect to Securities of any series, no service charge shall be made
for any registration of transfer or exchange of Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Securities.


SECTION 306. Mutilated,
Destroyed, Lost and Stolen Securities.


If any mutilated security is surrendered to the
Trustee, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series and of like
tenor and principal amount and bearing a number not contemporaneously
outstanding.


If there shall be delivered to the Company and the
Trustee (1) evidence to their satisfaction of the destruction, loss or theft of
any Security and (2) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company shall execute and the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.


In case any such mutilated, destroyed, lost or stolen
Security has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security.


Upon the issuance of any new Security under this
Section, the Company may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee) connected
therewith.


Every new Security of any series issued pursuant to
this Section in lieu of any destroyed, lost or stolen Security shall constitute
an original additional contractual 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.


The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.


SECTION 307. Payment of
Interest; Interest Rights Preserved.


Except as otherwise provided as contemplated by
Section 301 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 (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest.


Any interest on
any Security of any series which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the Holder on the relevant Regular
Record Date by virtue of having been such Holder, and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in Clause
(1) or (2) below:


(1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Security of such series and
the date of the proposed payment, and at the same 



 17
 









time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and,
in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor to be given to each Holder of Securities of such series in the manner
set forth in Section 106, not less than 10 days prior to such Special Record
Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been so sent, such Defaulted Interest shall be paid
to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to the
following Clause (2).


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


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


SECTION 308. Persons Deemed
Owners.


Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Security is registered
as the absolute owner of such Security for the purpose of receiving payment of
principal of and premium, if any, and (subject to Sections 305 and 307)
interest, if any, on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.


SECTION 309. 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 and shall be promptly cancelled by it. 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, and all
Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed in
accordance with the Trustee’s then customary procedures. If requested by the
Company, certification of the cancellation of all surrendered Securities shall
be delivered to the Company.


SECTION 310. Computation of
Interest.


Except as otherwise specified as contemplated by
Section 301 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.



 18















SECTION 311. CUSIP Numbers.


The Company in issuing the Securities may use “CUSIP”
and/or other similar numbers (if then generally in use), and, if so, the
Trustee shall use “CUSIP” and/or such other numbers 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 of such numbers either as
printed on the Securities or as contained in any notice of a redemption or
exchange and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the “CUSIP” and/or such other
numbers.


ARTICLE
FOUR



Satisfaction and Discharge


SECTION 401. Satisfaction and
Discharge of Indenture.


This Indenture
shall upon Company Request cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when


(1)           either


(A)          all
Securities theretofore authenticated and delivered (other than (i) Securities
which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 306 and (ii) Securities for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 1003) have been delivered to the Trustee for cancellation;
or


(B)           all
such Securities not theretofore delivered to the Trustee for cancellation


(i)            have
become due and payable, or


(ii)           will
become due and payable at their Stated Maturity within one year, or


(iii)          are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company,


and the Company,
in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds, in trust for such purpose, money in
an amount sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal and any premium and interest to the date of such deposit (in the case
of Securities which have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be;


(2)           the
Company has paid or caused to be paid all other sums payable hereunder by the
Company; and


(3)           the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture have been complied
with.


Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 607, the
obligations of the Trustee to any Authenticating Agent under Section 614 and,
if money shall have 



 19
 









been deposited with the Trustee pursuant to subclause
(B) of Clause (1) of this Section, the obligations of the Trustee under Section
402 and the last paragraph of Section 1003 shall survive.


SECTION 402. Application of
Trust Money.


Subject to the provisions of the last paragraph of
Section 1003, all money deposited with the Trustee pursuant to Section 401
shall be held in trust and applied by it, in accordance with the provisions of
the Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and
any premium and interest for whose payment such money has been deposited with
the Trustee.


ARTICLE
FIVE



Remedies


SECTION 501. Events of
Default.


“Event of Default”,
wherever used herein with respect to Securities of any series, means any one of
the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):


(1)           default
in the payment of any interest upon any Security of that series when it becomes
due and payable, and continuance of such default for a period of 30 days; or


(2)           default
in the payment of the principal of or any premium on any Security of that
series at its Maturity; or


(3)           default
in the deposit of any sinking fund payment, when and as due by the terms of a
Security of that series; or


(4)           default
in the performance, or breach, of any covenant or warranty of the Company in
this Indenture (other than a covenant or warranty a default in whose
performance or whose breach is elsewhere in this Section specifically dealt
with or which has expressly been included in this Indenture solely for the
benefit of series of Securities other than that series), and continuance of
such default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a “Notice
of Default” hereunder; or


(5)           the
entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company or in an involuntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or (B) a decree or order adjudging the Company a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company or under
any applicable Federal or State law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or of
any substantial part of the its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order for
relief or any such other decree or order unstayed and in effect for a period of
60 consecutive days; or


(6)           the
commencement by the Company of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any
applicable Federal or State 



 20
 









bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable Federal
or State law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or of
any substantial part of its property, or the making by the Company of an
assignment for the benefit of creditors, or the admission by the Company in
writing of its inability to pay its debts generally as they become due, or the
taking of corporate action by the Company in furtherance of any such action; or


(7)           any
other Event of Default provided as contemplated by Section 301 or 901 with
respect to Securities of that series.


SECTION 502. Acceleration of
Maturity; Rescission and Annulment.


If an Event of Default (other than an Event of Default
specified in Section 501(5) or 501(6)) with respect to Securities of any series
at the time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount of all
the Securities of that series (or, if any Securities of that series are
Original Issue Discount Securities, such portion of the principal amount of
such Securities as may be specified by the terms thereof) to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable. If an Event of Default
specified in Section 501(5) or 501(6) with respect to Securities of any series
at the time Outstanding occurs, the principal amount of all the Securities of
that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) shall automatically, and without any
declaration or other action on the part of the Trustee or any Holder, become
immediately due and payable.


At any time after
such a declaration of acceleration with respect to Securities of any series has
been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, the Holders of
a majority in principal amount of the Outstanding Securities of that series, by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if


(1)           the
Company has paid or deposited with the Trustee a sum sufficient to pay


(A)          all
overdue interest on all Securities of that series,


(B)           the
principal of (and premium, if any, on) any Securities of that series which have
become due otherwise than by such declaration of acceleration and any interest
thereon at the rate or rates prescribed therefor in such Securities,


(C)           to
the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates prescribed therefor in such Securities, and


(D)          all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and
all other amounts due the Trustee under Section 607; and


(2)           all
Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series which have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 513.


No such rescission shall affect any subsequent default
or impair any right consequent thereon.



 21
 









SECTION 503. Collection of
Indebtedness and Suits for Enforcement by Trustee.


The Company
covenants that if


(1)           default
is made in the payment of any interest on any Security when such interest
becomes due and payable and such default continues for a period of 30 days, or


(2)           default
is made in the payment of the principal of (or premium, if any, on) any
Security at the Maturity thereof,


and such default is continuing, the Company will, upon
demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for
principal and any premium and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and
premium and on any overdue interest, at the rate or rates prescribed therefor
in such Securities, and, in addition thereto, such further amount 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, and all other amounts due the Trustee under Section
607.


If an Event of Default with respect to Securities of
any series occurs and is continuing, the Trustee may in its discretion proceed
to protect and enforce its rights and the rights of the Holders of Securities
of such series by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid
of the exercise of any power granted herein, or to enforce any other proper
remedy.


SECTION 504. Trustee May File
Proofs of Claim.


In case of any judicial proceeding relative to the
Company (or any other obligor upon the Securities), its property or its
creditors, the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and all other amounts due the Trustee
under Section 607) allowed in any such proceeding. In particular, the Trustee
shall be authorized to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due 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 607.


No provision of this Indenture shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding; provided, however, that the Trustee may, on behalf of the Holders,
vote for the election of a trustee in bankruptcy or similar official and be a
member of a creditors’ or other similar committee.


SECTION 505. Trustee May
Enforce Claims Without Possession of Securities.


All rights of action and claims under this Indenture
or the Securities may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.



 22
 









SECTION 506. Application of
Money Collected.


Any money collected by the Trustee pursuant to this
Article and, after an Event of Default, any money or other property
distributable in respect of the Company’s obligations under this Indenture,
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
or any premium or interest, upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:


FIRST: To the payment of all amounts due the Trustee
(including any predecessor Trustee) under Section 607;


SECOND: To the payment of the amounts then due and
unpaid for principal of and any premium 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 or to such party as a court of
competent jurisdiction shall direct;


provided, however, in the event that default is made
in the payment of any interest on any Security when such interest becomes due
and payable and such default continues for a period of 30 days, or default is
made in the payment of the principal of or premium, if any, on any Security on
the Stated Maturity Date or Redemption Date thereof, the Trustee may reserve
from any money collected pursuant to this Article an amount sufficient, in the
reasonable determination of the Trustee, to cover the expenses, disbursements
and advances of the Trustee that may be incurred thereafter.


The Trustee may fix a record date for the payment of
any amounts to Holders pursuant to this Section.


SECTION 507. Limitation on
Suits.


No Holder of any
Security of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless


(1)           such
Holder has previously given written notice to the Trustee of a continuing Event
of Default with respect to the Securities of that series;


(2)           the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;


(3)           such
Holder or Holders have offered to the Trustee indemnity or security reasonably
satisfactory to the Trustee against the costs, expenses and liabilities to be
incurred in compliance with such request;


(4)           the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; 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 principal amount of
the Outstanding Securities of that series;


it being understood and intended that no one or more
of such Holders shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other of such Holders, or to obtain or to seek to obtain
priority or preference over any other of such Holders or to enforce any right
under this Indenture, except in the manner herein provided and for the equal
and ratable benefit of all of such Holders.



 23
 









SECTION 508. Unconditional
Right of Holders to Receive Principal, Premium and Interest.


Notwithstanding any other provision in this Indenture,
the Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of and any premium and
(subject to Section 307) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.


SECTION 509. Restoration of
Rights and Remedies.


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


SECTION 510. Rights and
Remedies Cumulative.


Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in
the last paragraph of Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.


SECTION 511. Delay or
Omission Not Waiver.


No delay or omission of the Trustee or of any Holder
of any Securities to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.


SECTION 512. Control by
Holders.


The Holders of a
majority in principal amount of the Outstanding Securities of any series shall
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the Securities of such series,
provided, however, that


(1)           such
direction shall not be in conflict with any rule of law or with this Indenture;


(2)           such
direction shall not involve the Trustee in personal liability; and


(3)           the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.


SECTION 513. Waiver of Past
Defaults.


The Holders of not
less than a majority in principal amount of the Outstanding Securities of any
series may on behalf of the Holders of all the Securities of such series waive
any past default hereunder with respect to such series and its consequences,
except a default



 24
 









(1)           in
the payment of the principal of or any premium or interest on any Security of
such series, or


(2)           in
respect of a covenant or provision hereof which under Article Nine cannot be
modified or amended without the consent of the Holder of each Outstanding
Security of such series affected.


Upon any such waiver, such default shall cease to
exist, and any Event of Default 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 impair any right consequent thereon.


SECTION 514. 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,
suffered or omitted by it as Trustee, a court may require any party litigant in
such suit to file an undertaking to pay the costs of such suit, and may assess
costs against any such party litigant, in the manner and to the extent provided
in the Trust Indenture Act; provided, however, that neither this Section nor the
Trust Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the
Company.


SECTION 515. Waiver of Usury,
Stay or Extension Laws.


The Company covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any usury, stay or
extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and the Company
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law and covenants that it 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.


ARTICLE
SIX



The Trustee


SECTION
601. Certain Duties and Responsibilities.


(1)           Except
during the continuance of an Event of Default with respect to any series of
Securities,


(A)          the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture with respect to the Securities of such
series, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and


(B)           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.


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



 25
 









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


(A)          this
Subsection shall not be construed to limit the effect of Subsections (1) and
(4) of this Section;


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


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


(4)           Notwithstanding
the foregoing, 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 duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.


(5)           Whether
or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Section.


SECTION 602. Notice of
Defaults.


If a default occurs hereunder with respect to
Securities of any series, the Trustee shall give the Holders of Securities of
such series notice of such default as and to the extent provided by the Trust
Indenture Act; provided, however, that in the case of any default of the
character specified in Section 501(4) with respect to Securities of such
series, no such notice to Holders shall be given until at least 30 days after
the occurrence thereof. Except in the case of a default or Event of Default in
payment of principal of, premium, if any, or interest on any Security, or in
the payment of any sinking fund installment, the Trustee may withhold such
notice if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interest of the Holders of the
Securities. For the purpose of this Section, the term “default” means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.


SECTION 603. Certain Rights
of Trustee.


Subject to the
provisions of Section 601:


(1)           the
Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document (whether in its
original or facsimile form) believed by it to be genuine and to have been
signed or presented by the proper party or parties;


(2)           before
the Trustee acts or refrains from acting in administering this Indenture, it
may require an Officers’ Certificate or an Opinion of Counsel, or both, and the
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on such certificate or opinion;



 26
 









(3)           any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order, and any resolution of the
Board of Directors shall be sufficiently evidenced by a Board Resolution;


(4)           the
Trustee may consult with counsel of its selection and the advice of such counsel
or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;


(5)           the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the
Holders pursuant to this Indenture, unless such Holders shall have offered to
the Trustee security or indemnity reasonably satisfactory to the Trustee against
the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction;


(6)           the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney;


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


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


(9)           the
Trustee shall not be deemed to have notice or be charged with knowledge of any
default (within the meaning of Section 602) or Event of Default with respect to
the Securities of any series for which it is acting as Trustee unless written
notice of such default or Event of Default, as the case may be, is received by
the Trustee at the Corporate Trust Office of the Trustee from the Company, any
other obligor upon such Securities or by any Holder of such Securities, and
such notice references the Securities and this Indenture;


(10)         the
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder,
and each agent, custodian and other Person employed to act hereunder;


(11)         the
Trustee may request that the Company deliver an Officers’ Certificate setting
forth the names of individuals and/or titles of officers authorized at such
time to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any persons authorized to sign an Officers’
Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded;


(12)         the
permissive right of the Trustee hereunder to take or omit to take any action
shall not be construed as a duty; and


(13)         anything
in this Indenture notwithstanding, in no event shall the Trustee be liable for
special, indirect, punitive or consequential loss or damage of any kind
whatsoever (including but not limited to loss of profit), even if the Company
has been advised as to the likelihood of such loss or damage and regardless of
the form of action.



 27
 









SECTION 604. Not Responsible
for Recitals or Issuance of Securities.


The recitals contained herein and in the Securities,
except the Trustee’s certificates of authentication, shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.


SECTION 605. May Hold
Securities.


The Trustee, any Authenticating Agent, any Paying
Agent, any Security Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 608 and 613, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.


SECTION 606. Money Held in
Trust.


Money held by the Trustee in trust hereunder need not
be segregated from other funds except to the extent required by law. The
Trustee shall be under no liability for interest on, or for the investment of,
any money received by it hereunder except as otherwise agreed in writing with
the Company.


SECTION 607. Compensation and
Reimbursement.


The Company agrees


(1)           to
pay to the Trustee from time to time such compensation as shall be agreed in
writing between the Company and the Trustee for all services rendered by it
hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);


(2)           except
as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and disbursements of
its agents and counsel), except any such expense, disbursement or advance as
may be attributable to its gross negligence or willful misconduct; and


(3)           to
the fullest extent permitted by law, to indemnify each of the Trustee, or any
predecessor Trustee, and their respective officers, employees, directors, shareholders
and agents, for, and to hold them harmless against, any and all loss, damage,
claim, liability or expense, including taxes (other than taxes based upon,
measured by or determined by the income of the Trustee or any predecessor
Trustee), incurred without gross negligence or willful misconduct on its part,
arising out of or in connection with the acceptance or administration of the
trusts and its duties under this Indenture, including the enforcement of this
provision, including the reasonable costs and expenses of defending (including
the reasonable compensation and the expense and disbursements of its agents and
counsel) themselves against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder.


As security for the performance of the obligations of
the Company under this Section, the Trustee shall have a lien prior to the
Securities upon all property and funds held or collected by the Trustee as
such, other than funds held in trust under Section 402.


In addition and without prejudice to the rights
provided to the Trustee under any of the provisions of this Indenture, when the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 501(5) or Section 501(6), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for
the services are intended to constitute expenses of administration under any
applicable Federal and State bankruptcy, insolvency or other similar law.



 28















The Company’s obligations under this Section 607 and
the lien referred to in this Section 607 shall survive the resignation or
removal of the Trustee, the discharge of the Company’s obligations under
Articles Four and Thirteen of this Indenture and/or the termination of this
Indenture.


“Trustee” for purposes of this Section 607 shall
include any predecessor Trustee; provided, however, that the negligence, bad
faith or willful misconduct of any Trustee hereunder shall not affect the
rights of any other Trustee hereunder.


SECTION 608. Conflicting
Interests.


If the Trustee has or shall acquire a conflicting
interest within the meaning of Section 310(b) of the Trust Indenture Act, the
Trustee shall eliminate such interest, apply to the Commission for permission to
continue as trustee (if any of the Securities are registered pursuant to the
Securities Act) or resign, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture. To
the extent permitted by such Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture, in its
capacity as trustee in respect of the Securities of any series, in its capacity
as trustee in respect of the Securities of any other series or any other
indenture or indentures under which other securities, or certificates of
interest or participation in other securities, of the Company are outstanding.
Nothing herein shall prevent the Trustee from filing with the Commission the
application referred to in the second to last paragraph of Section 310(b) of
the Trust Indenture Act.


SECTION 609. Corporate
Trustee Required; Eligibility.


There shall at all times be one (and only one) Trustee
hereunder with respect to the Securities of each series, which may be Trustee
hereunder for Securities of one or more other series. Each Trustee shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and
has a combined capital and surplus of at least $50,000,000 and has its
Corporate Trust Office in the United States of America. If any such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes
of this Section and to the extent permitted by the Trust Indenture Act, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee with respect to the Securities of any
series shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.


SECTION
610. Resignation and Removal; Appointment of
Successor.


No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 611.


The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may, at the
expense of the Company, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.


The Trustee may be removed at any time with respect to
the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee
and to the Company. If the instrument of acceptance by a successor Trustee
required by Section 611 shall not have been delivered to the Trustee within 30
days after the Trustee’s receipt of such notice of removal, the departing
Trustee may, at the expense of the Company, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.


If at any time:



 29
 









(1)           the
Trustee shall fail to comply with Section 608 after written request therefor by
the Company or by any Holder who has been a bona fide Holder of a Security for
at least six months, or


(2)           the
Trustee shall cease to be eligible under Section 609 and shall fail to resign
after written request therefor by the Company or by any such Holder, or


(3)           the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (A) the Company by a Board Resolution may
remove the Trustee with respect to all Securities, or (B) subject to Section
514, any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee with respect
to all Securities and the appointment of a successor Trustee or Trustees.


If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company,
by a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood
that any such successor Trustee may be appointed with respect to the Securities
of one or more or all of such series and that at any time there shall be only one
Trustee with respect to the Securities of any particular series) and shall
comply with the applicable requirements of Section 611. If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of Section 611, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 611, any Holder who has been a
bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.


The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any
series to all Holders of Securities of such series in the manner provided in
Section 106. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office.


SECTION 611. Acceptance of
Appointment by Successor.


In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of the Company or the successor Trustee, such retiring Trustee shall,
upon payment of its charges, execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring
Trustee and shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder; subject,
nevertheless, to its lien provided for in Section 607.


In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor Trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring 



 30
 









Trustee is not retiring
with respect to all Securities, shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series as to which the retiring Trustee is not retiring shall continue to
be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary, to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates; subject,
nevertheless, to its lien provided for in Section 607.


Upon request of any such successor Trustee, the
Company shall execute any and all instruments to more fully and certainly vest
in and confirm to such successor Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may be.


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


SECTION 612. Merger,
Conversion, Consolidation or Succession to Business.


Any Person into which the Trustee may be merged or
converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which the Trustee shall be a party,
or any Person succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such Person shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.


SECTION 613. Preferential
Collection of Claims Against Company.


If and when the Trustee shall be or become a creditor
of the Company (or any other obligor upon the Securities), the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the collection
of claims against the Company (or any such other obligor).


SECTION 614. Appointment of
Authenticating Agent.


The Trustee may appoint an Authenticating Agent or
Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon original issue and upon exchange, registration of transfer
or partial redemption thereof or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and delivery
on behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital 



 31
 









and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.


Any corporation into which an Authenticating Agent may
be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to all or
substantially all of the corporate agency or corporate trust business of an
Authenticating Agent, shall continue to be an Authenticating Agent, provided
such corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee or
the Authenticating Agent.


An Authenticating Agent may resign at any time by
giving written notice thereof to the Trustee and to the Company. The Trustee
may at any time terminate the agency of an Authenticating Agent by giving
written notice thereof to such Authenticating Agent and to the Company. Upon
receiving such a notice of resignation or upon such a termination, or in case
at any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment in the manner provided in Section 106 to all Holders
of Securities of the series with respect to which such Authenticating Agent will
serve. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.


The Trustee agrees to pay to each Authenticating Agent
from time to time reasonable compensation for its services under this Section,
and the Trustee shall be entitled to be reimbursed for such payments, subject
to the provisions of Section 607.


If an appointment with respect to one or more series
is made pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to the Trustee’s certificate of authentication,
an alternative certificate of authentication in the following form:


This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.


	
  

  	
  [

  	
   

  	
  ]

  
	
  Dated:

  	
   

  	
   

  	
  as
  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  As
  Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  
							



 


ARTICLE
SEVEN



Holders’ Lists and Reports by
Trustee and Company


SECTION 701. Preservation of
Information; Communications to Holders.


The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders received by the
Trustee in its capacity as Security Registrar.


The rights of Holders to communicate with other
Holders with respect to their rights under this Indenture or under the
Securities, and the corresponding rights and privileges of the Trustee, shall
be as provided by the Trust Indenture Act.



 32
 









Every Holder of Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of
any disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act.


SECTION 702. Reports by
Trustee.


So long as any Securities remain outstanding, the
Trustee shall transmit to Holders such reports concerning the Trustee and its
actions under this Indenture as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto. If required by Section
313(a) of the Trust Indenture Act, the Trustee shall, within sixty days after
each September 1 following the date of this Indenture deliver to Holders a
brief report, dated as of such September 1, which complies with the provisions
of such Section 313(a) (but if no event described in Section 313(a) has
occurred within the 12 months preceding the reporting date, no such report need
be transmitted). The Trustee also shall comply with Section 313(b)(2) of the
Trust Indenture Act and shall also transmit by mail all reports as required by
Section 313(c) of the Trust Indenture Act.


A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which any Securities are listed, with the Commission and with the Company. The
Company will notify the Trustee when any Securities are listed on any stock
exchange or delisted therefrom.


SECTION 703. Reports by
Company.


The Company shall file with the Trustee and the
Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant to such Act;
provided, however, that any such information, documents or reports required to
be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange
Act shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission. Delivery of such reports, information
and documents to the Trustee is for informational purposes only and the Trustee’s
receipt of same shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on an Officers’ Certificate).


ARTICLE
EIGHT



Consolidation, Merger,
Conveyance, Transfer or Lease


SECTION
801. Company May Consolidate, Etc., Only on
Certain Terms.


The Company shall
not consolidate with or merge into any other Person or convey, transfer or
lease its properties and assets substantially as an entirety to any Person, and
the Company shall not permit any Person to consolidate with or merge into the
Company or convey, transfer or lease its properties and assets substantially as
an entirety to the Company, unless:


(1)           in
case the Company shall consolidate with or merge into another Person or convey,
transfer or lease substantially all of its properties and assets as an entirety
to any Person, the Person formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or transfer, or
which leases substantially all of the properties and assets of the Company as
an entirety shall be a corporation, partnership, limited liability company or
trust, shall be organized and validly existing under the laws of the United
States of America, any State thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental hereto, executed and delivered
to the Trustee, in form satisfactory to the Trustee, the due and punctual
payment of the principal of and any premium and interest on all the Securities
and the performance or observance of every covenant of this Indenture on the
part of the Company to be performed or observed;


(2)           immediately
after giving effect to such transaction and treating any indebtedness which
becomes an obligation of the Company or any Subsidiary as a result of such
transaction as having been 



 33
 









incurred by the Company
or such Subsidiary at the time of such transaction, no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event of
Default, shall have happened and be continuing; and


(3)           the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or
lease and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.


SECTION 802. Successor
Substituted.


Upon any consolidation of the Company with, or merger
of the Company into, any other Person or any conveyance, transfer or lease of
the properties and assets of the Company substantially as an entirety in
accordance with Section 801, the successor Person formed by such consolidation
or into which the Company is merged or to which such conveyance, transfer or
lease 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 Person had been named as the Company herein, and thereafter,
except in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.


ARTICLE
NINE



Supplemental Indentures


SECTION 901. Supplemental
Indentures Without Consent of Holders.


Without the
consent of any Holders, the Company, when authorized by a Board Resolution, and
the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:


(1)           to
evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants of the Company herein and in the Securities
contained, all as provided in Article Eight; or


(2)           to
add to the covenants of the Company for the benefit of the Holders of all or
any series of Securities (and if such covenants are to be for the benefit of
less than all series of Securities, stating that such covenants are expressly
being included solely for the benefit of such series) or to surrender any right
or power herein conferred upon the Company; or


(3)           to
add any additional Events of Default for the benefit of the Holders of all or
any series of Securities (and if such additional Events of Default are to be
for the benefit of less than all series of Securities, stating that such
additional Events of Default are expressly being included solely for the
benefit of such series); or


(4)           to
add to or change any of the provisions of this Indenture to such extent as
shall be necessary to permit or facilitate the issuance of Securities in
uncertificated form; or


(5)           to
add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of Securities, provided, however, that any such addition,
change or elimination (A) shall neither (i) apply to any Security of any series
created prior to the execution of such supplemental indenture and entitled to
the benefit of such provision nor (ii) modify the rights of the Holder of any
such Security with respect to such provision or (B) shall become effective only
when there is no such Security Outstanding; or


(6)           to
secure the Securities; or



 34
 









(7)           to
establish the form or terms of Securities of any series as permitted by
Sections 201 and 301; or


(8)           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, pursuant to the requirements of Section 611;


(9)           to
cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture,
provided that such action pursuant to this Clause (9) shall not adversely
affect the interests of the Holders of Securities of any series; or


(10)         to
comply with the requirements of the Commission either to effect or maintain the
qualifications of this Indenture under the Trust Indenture Act.


SECTION 902. Supplemental
Indentures with Consent of Holders.


With the consent
of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security,


(1)           change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate
of interest thereon or any premium payable upon the redemption thereof, or
reduce the amount of the principal of an Original Issue Discount Security or
any other Security which would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502, or change any
Place of Payment where, or the coin or currency in which, any Security or any
premium or interest thereon is payable, or impair the right to institute suit
for the enforcement of any such payment on or after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date), or


(2)           reduce
the percentage in principal amount of the Outstanding Securities of any series,
the consent of whose Holders is required for any such supplemental indenture,
or the consent of whose Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or


(3)           modify
any of the provisions of this Section, Section 513, or Section 1008, except to
increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby; provided, however, that this
clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to “the Trustee” and concomitant changes in this
Section and Section 1008, or the deletion of this proviso, in accordance with
the requirements of Sections 611 and 901(8).


A supplemental indenture which changes or eliminates
any covenant or other provision of this Indenture which has expressly been
included solely for the benefit of one or more particular series of Securities,
or which modifies the rights of the Holders of Securities of such series with
respect to such covenant or other provision, shall be deemed not to affect the
rights under this Indenture of the Holders of Securities of any other series.


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



 35
 









SECTION 903. Execution of
Supplemental Indentures.


In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee
shall be entitled to receive, and (subject to Section 601) shall be fully
protected in relying upon, an Officers’ Certificate and an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.


SECTION 904. Effect of
Supplemental Indentures.


Upon the execution of any supplemental indenture under
this Article, this Indenture shall be modified in accordance therewith, and
such supplemental indenture shall form a part of this Indenture for all
purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.


SECTION 905. Conformity with
Trust Indenture Act.


Every supplemental indenture executed pursuant to this
Article shall conform to the requirements of the Trust Indenture Act.


SECTION 906. Notice of
Supplemental Indenture; Reference in Securities to Supplemental Indentures.


After any supplemental indenture entered into pursuant
to this Article becomes effective, the Company shall send to Holders a notice
briefly describing such supplemental indenture. The failure to give such notice
to all Holders, or any defect therein, shall not impair or affect the validity
of any such supplemental indenture under this Article.


Securities of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article may,
and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series so modified as to conform,
in the opinion of the Trustee and the Company, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding Securities of such series.


ARTICLE
TEN



Covenants


SECTION 1001. Payment of
Principal, Premium and Interest.


The Company covenants and agrees for the benefit of
each series of Securities that it will duly and punctually pay the principal of
and any premium and interest on the Securities of that series in accordance
with the terms of the Securities and this Indenture.


SECTION 1002. Maintenance of
Office or Agency.


The Company will maintain in each Place of Payment for
any series of Securities an office or agency (which may be an office of the
Trustee or an affiliate of the Trustee, Security Registrar or Co-Security
Registrar) where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The
Company will 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 agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands.



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The Company may also from time to time designate one
or more other offices or agencies where the Securities of one or more series
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 will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.


SECTION 1003. Money for
Securities Payments to Be Held in Trust.


If the Company shall at any time act as its own Paying
Agent with respect to any series of Securities, it will, on or before each due
date of the principal of or any premium or interest on any of the Securities of
that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal and any premium and
interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee
of its action or failure so to act.


Whenever the Company shall have one or more Paying
Agents for any series of Securities, it will, prior to each due date of the
principal of or any premium or interest on any Securities of that series,
deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided by the Trust Indenture Act, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.


The Company will cause each Paying Agent for any
series of Securities other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section, that such Paying Agent will (1)
comply with the provisions of the Trust Indenture Act applicable to it as a
Paying Agent and (2) during the continuance of any default by the Company (or
any other obligor upon the Securities of that series) in the making of any
payment in respect of the Securities of that series, upon the written request
of the Trustee, forthwith pay to the Trustee all sums held in trust by such
Paying Agent for payment in respect of the Securities of that series.


The Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other
purpose, pay, or by Company Order direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent, such sums
to be held by the Trustee upon the same trusts as those upon which such sums
were held by the Company or such Paying Agent; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.


Subject to applicable abandoned property laws, any
money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee thereof,
shall thereupon cease; provided, however, that the Trustee or such Paying
Agent, before being required to make any such repayment, may at the expense of
the Company cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in New York, New York, 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 publication, any unclaimed balance of such money then remaining will be
repaid to the Company.


SECTION 1004. Statement by
Officers as to Default.


The Company will deliver to the Trustee, within 120
days after the end of each fiscal year of the Company ending after the date
hereof, an Officers’ Certificate, stating whether or not to the best knowledge
of the signers thereof the Company is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder) and, if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.
The Company shall, so long as any of the Securities are Outstanding, deliver to
the Trustee, forthwith and in any event within five business days upon any
executive officer of the Company becoming aware of any default or Event of 



 37
 









Default in respect of the performance or observance of
any covenant, agreement or condition contained in this Indenture or the
Securities, but in any event not later than 20 Business Days after the
occurrence thereof, an Officers’ Certificate specifying such default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.


SECTION 1005. Existence.


Subject to Article Eight, the Company will do or cause
to be done all things necessary to preserve and keep in full force and effect
its existence, rights (charter and statutory) and franchises; provided,
however, that the Company shall not be required to preserve any such right or
franchise if the Company 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 disadvantageous in any material respect to the Holders.


SECTION 1006. Maintenance of
Properties.


The Company will cause all material properties used or
useful in the conduct of its business or the business of any Subsidiary to be
maintained and kept in good condition, repair and working order (reasonable
wear and tear excepted) and supplied with all necessary equipment and will
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this
Section shall prevent the Company from discontinuing the operation or
maintenance of any of such properties, or disposing of any of them, if such
discontinuance or disposal is, in the judgment of the Company, desirable in the
conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the Holders.


SECTION 1007. Payment of
Taxes and Other Claims.


The Company will pay or discharge or cause to be paid
or discharged, before the same shall become delinquent, (1) all taxes,
assessments and governmental charges levied or imposed upon the Company or any
Subsidiary or upon the income, profits or property of the Company or any
Subsidiary, and (2) all lawful claims for labor, materials and supplies which,
if unpaid, might by law become a lien upon the property of the Company or any
Subsidiary; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith
by appropriate proceedings.


SECTION 1008. Waiver of
Certain Covenants.


Except as otherwise specified as contemplated by
Section 301 for Securities of such series, the Company may, with respect to the
Securities of any series, omit in any particular instance to comply with any
term, provision or condition set forth in any covenant provided pursuant to
Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such
series, if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities of such series
shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to
the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of any
such term, provision
or condition shall remain in full force and effect.


SECTION 1009. Calculation of
Original Issue Discount.


The Company shall provide to the Trustee on a timely
basis such information as the Trustee requires to enable the Trustee to prepare
and file any form required to be submitted by the Company with the Internal
Revenue Service and the Holders of the Notes relating to original issue
discount, including, without limitation, Form 1099-OID or any successor form.



 38















ARTICLE
ELEVEN



Redemption of Securities


SECTION
1101. Applicability of Article.


Securities of any series which are redeemable before
their Stated Maturity shall be redeemable in accordance with their terms and
(except as otherwise specified as contemplated by Section 301 for such
Securities) in accordance with this Article.


SECTION
1102. Election to Redeem; Notice to Trustee.


The election of the Company to redeem any Securities
shall be evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities. In case of any redemption at the election
of the Company of less than all the Securities of any series (including any
such redemption affecting only a single Security), the Company shall, not less
than 45 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date, of the principal amount of Securities of such series to
be redeemed and, if applicable, of the tenor of the Securities to be redeemed.
In the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers’ Certificate evidencing compliance with such restriction.


SECTION
1103. Selection by Trustee of Securities to
Be Redeemed.


If less than all the Securities of any series are to
be redeemed (unless all the Securities of such series and of a specified tenor
are to be redeemed or unless such redemption affects only a single Security),
the particular Securities to be redeemed shall be selected not more than 60
days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, with the
requirements of the principal national securities exchange, if any, on which
the Securities are listed or, if the Securities are not so listed, by such
method as the Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of a portion of the principal amount of any
Security of such series; provided, however, that the unredeemed portion of the
principal amount of any Security shall be in an authorized denomination (which
shall not be less than the minimum authorized denomination) for such Security.
If less than all the Securities of such series and of a specified tenor are to
be redeemed (unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series and specified tenor not previously called for redemption in
accordance with the preceding sentence.


The Trustee shall promptly notify the Company in
writing of the Securities selected for redemption as aforesaid and, in case of
any Securities selected for partial redemption as aforesaid, the principal
amount thereof to be redeemed.


The provisions of the two preceding paragraphs shall
not apply with respect to any redemption affecting only a single Security,
whether such Security is to be redeemed in whole or in part. In the case of any
such redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.


For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Securities redeemed or to be redeemed only in
part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.


SECTION
1104. Notice of Redemption.


Notice of redemption shall be given by electronic
transmission or first-class mail, postage prepaid, sent not less than 30 nor
more than 60 days prior to the Redemption Date, to each Holder of Securities to
be redeemed, at his address appearing in the Security Register.



 39
 









All notices of
redemption shall state:


(1)           the
Redemption Date,


(2)           the
Redemption Price,


(3)           if
less than all the Outstanding Securities of any series consisting of more than
a single Security are to be redeemed, the identification (and, in the case of
partial redemption of any such Securities, the principal amounts) of the
particular Securities to be redeemed and, if less than all the Outstanding
Securities of any series consisting of a single Security are to be redeemed,
the principal amount of the particular Security to be redeemed,


(4)           that
on the Redemption Date the Redemption Price, and accrued interest, if any, will
become due and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date,


(5)           the
place or places where each such Security is to be surrendered for payment of
the Redemption Price,


(6)           that
the redemption is for a sinking fund, if such is the case, and


(7)           the
CUSIP and/or other similar number as contemplated by Section 311.


Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company’s request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.


SECTION
1105. Deposit of Redemption Price.


On or prior to 10:00 a.m., New York City time, on any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.


SECTION
1106. Securities Payable on Redemption Date.


Notice of redemption having been given as aforesaid,
the Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that, unless
otherwise specified as contemplated by Section 301, installments of interest
whose Stated Maturity is on or prior to the Redemption Date will be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.


If any Security called for redemption shall not be so
paid upon surrender thereof for redemption, the principal and any premium
shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security.



 40
 









SECTION
1107. Securities Redeemed in Part.


Any Definitive Security which is to be redeemed only
in part shall be surrendered at a Place of Payment therefor (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing), and the
Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of
the same series and of like tenor, of any authorized denomination as requested
by such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.


ARTICLE
TWELVE



Sinking Funds


SECTION
1201. Applicability of Article.


The provisions of this Article shall be applicable to
any sinking fund for the retirement of Securities of any series except as
otherwise specified as contemplated by Section 301 for such Securities.


The minimum amount of any sinking fund payment
provided for by the terms of any Securities is herein referred to as a “mandatory
sinking fund payment”, and any payment in excess of such minimum amount
provided for by the terms of such Securities is herein referred to as an “optional
sinking fund payment”. If provided for by the terms of any Securities, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities as provided for by the terms of such Securities.


SECTION
1202. Satisfaction of Sinking Fund Payments
with Securities.


The Company (1) may deliver Outstanding Securities of
a series (other than any previously called for redemption) and (2) may apply as
a credit Securities of a series which have been redeemed either at the election
of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms
of such Securities, in each case in satisfaction of all or any part of any
sinking fund payment with respect to any Securities of such series required to
be made pursuant to the terms of such Securities as and to the extent provided
for by the terms of such Securities; provided, however, that the Securities to be
so credited have not been previously so credited. The Securities to be so
credited shall be received and credited for such purpose by the Trustee at the
Redemption Price, as specified in the Securities so to be redeemed, for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.


SECTION
1203. Redemption of Securities for Sinking
Fund.


Not less than 90 days prior to each sinking fund
payment date for any Securities, the Company will deliver to the Trustee an
Officers’ Certificate specifying the amount of the next ensuing sinking fund
payment for such Securities pursuant to the terms of such Securities, the
portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities pursuant to Section 1202 and will also deliver to the Trustee any
Securities to be so delivered. Not less than 45 days prior to each such sinking
fund payment date, the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 1104. Such notice
having been duly given, the redemption of such Securities shall be made upon
the terms and in the manner stated in Sections 1106 and 1107.


ARTICLE
THIRTEEN



Defeasance and Covenant
Defeasance



 41
 









SECTION
1301. Company’s Option to Effect Defeasance
or Covenant Defeasance.


The Company may elect, at its option at any time, to
have Section 1302 or Section 1303 applied to any Securities or any series of
Securities, as the case may be, designated pursuant to Section 301 as being
defeasible pursuant to such Section 1302 or 1303, in accordance with any
applicable requirements provided pursuant to Section 301 and upon compliance
with the conditions set forth below in this Article. Any such election shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities.


SECTION
1302. Defeasance and Discharge.


Upon the Company’s exercise of its option (if any) to
have this Section applied to any Securities or any series of Securities, as the
case may be, the Company shall be deemed to have been discharged from its
obligations with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 1304 are satisfied
(hereinafter called “Defeasance”). For this purpose, such Defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Securities 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 execute proper
instruments acknowledging the same), subject to the following which shall
survive until otherwise terminated or discharged hereunder: (1) the rights of
Holders of such Securities to receive, solely from the trust fund described in
Section 1304 and as more fully set forth in such Section, payments in respect
of the principal of and any premium and interest on such Securities when
payments are due, (2) the Company’s obligations with respect to such Securities
under Sections 304, 305, 306, 1002 and 1003 and with respect to the Trustee,
including but not limited to those under Section 607, (3) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (4) this Article.
Subject to compliance with this Article, the Company may exercise its option
(if any) to have this Section applied to any Securities notwithstanding the
prior exercise of its option (if any) to have Section 1303 applied to such
Securities.


SECTION
1303. Covenant Defeasance.


Upon the Company’s exercise of its option (if any) to
have this Section applied to any Securities or any series of Securities, as the
case may be, (1) the Company shall be released from its obligations under
Sections 1006 through 1007, inclusive, and any covenants provided pursuant to
Sections 301(18), 901(2) or 901(7) for the benefit of the Holders of such
Securities and (2) the occurrence of any event specified in Sections 501(4)
(with respect to any of Sections 1006 through 1007, inclusive, and any such
covenants provided pursuant to Section 301(18), 901(2) or 901(7)) and 501(7)
shall be deemed not to be or result in an Event of Default, in each case with
respect to such Securities as provided in this Section on and after the date
the conditions set forth in Section 1304 are satisfied (hereinafter called “Covenant
Defeasance”). For this purpose, such Covenant Defeasance means that, with
respect to such Securities, 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 (to the extent so specified in the case of Section
501(4)), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.


SECTION
1304. Conditions to Defeasance or Covenant
Defeasance.


The following
shall be the conditions to the application of Section 1302 or Section 1303 to
any Securities or any series of Securities, as the case may be:


(1)           The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee which satisfies the requirements contemplated by
Section 609 and agrees to comply with the provisions of this Article applicable
to it) as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for, and dedicated solely to, the
benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S.
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or
(C) a combination thereof, in each case 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 



 42
 









Trustee (or any such
other qualifying trustee) to pay and discharge, the principal of and any
premium and interest on such Securities on the respective Stated Maturities or
on the applicable redemption date, as the case may be, in accordance with the
terms of this Indenture and such Securities. As used herein, “U.S. Government
Obligation” means (i) any security which is (x) a direct obligation of the
United States of America for the payment of which the full faith and credit of
the United States of America is pledged or (y) an obligation of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed as
a full faith and credit obligation by the United States of America, which, in
either case (x) or (y), is not callable or redeemable at the option of the
issuer thereof, and (ii) any depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S.
Government Obligation which is specified in Clause (i) above and held by such
bank for the account of the holder of such depositary receipt, or with respect
to any specific payment of principal of or interest on any U.S. Government
Obligation which is so specified and held; provided, however, that (except as
required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the U.S. Government Obligation or the
specific payment of principal or interest evidenced by such depositary receipt.


(2)           In
the event of an election to have Section 1302 apply to any Securities or any
series of Securities, as the case may be, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (A) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling or (B)
since the date of this instrument, there has been a change in the applicable
Federal income tax law, in either case (A) or (B) to the effect that, and based
thereon such opinion shall confirm that, the Holders of such Securities will
not recognize gain or loss for Federal income tax purposes as a result of the
deposit, Defeasance and discharge to be effected with respect to such
Securities and will be subject to Federal income tax on the same amount, in the
same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur.


(3)           In
the event of an election to have Section 1303 apply to any Securities or any
series of Securities, as the case may be, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a
result of the deposit and Covenant Defeasance to be effected with respect to
such Securities and will be subject to Federal income tax on the same amount,
in the same manner and at the same times as would be the case if such deposit
and Covenant Defeasance were not to occur.


(4)           The
Company shall have delivered to the Trustee an Officers’ Certificate to the
effect that neither such Securities nor any other Securities of the same
series, if then listed on any securities exchange, will be delisted as a result
of such deposit.


(5)           No
event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to such Securities or any other Securities shall have
occurred and be continuing at the time of such deposit or, with regard to any
such event specified in Sections 501(6) and (7), at any time on or prior to the
90th day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until after such 90th day).


(6)           Such
Defeasance or Covenant Defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act (assuming all
Securities are in default within the meaning of such Act).


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



 43
 









(8)           Such
Defeasance or Covenant Defeasance shall not result in the trust arising from
such deposit constituting an investment company within the meaning of the
Investment Company Act unless such trust shall be registered under such Act or
exempt from registration thereunder.


(9)           The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to
such Defeasance or Covenant Defeasance have been complied with.


SECTION
1305. Deposited Money and U.S. Government
Obligations to Be Held in Trust; Miscellaneous Provisions.


Subject to the provisions of the last paragraph of
Section 1003, all money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee or other qualifying trustee (solely for
purposes of this Section and Section 1306, the Trustee and any such other
trustee are referred to collectively as the “Trustee”) pursuant to Section 1304
in respect of any 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 such Paying Agent (including the
Company acting as its own 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 and any premium and interest, but money so held in trust
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 deposited pursuant to Section 1304 or the principal 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 Outstanding
Securities.


Anything in this Article to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or U.S. Government Obligations held by it
as provided in Section 1304 with respect to any Securities 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 the Defeasance or Covenant Defeasance, as the case may be, with respect
to such Securities.


SECTION
1306. Reinstatement.


If the Trustee or the Paying Agent is unable to apply
any money in accordance with this Article with respect to any Securities by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
obligations under this Indenture and such Securities from which the Company has
been discharged or released pursuant to Section 1302 or 1303 shall be revived
and reinstated as though no deposit had occurred pursuant to this Article with
respect to such Securities, until such time as the Trustee or Paying Agent is
permitted to apply all money held in trust pursuant to Section 1305 with
respect to such Securities in accordance with this Article; provided, however,
that if the Company makes any payment of principal of or any premium or
interest on any such Security following such reinstatement of its obligations,
the Company shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money so held in trust.


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



 44
 









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


	
  

  	
  HURCO COMPANIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Attest:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION,

  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



 45















EXHIBIT A


[FORM OF FACE
OF SECURITY]


HURCO
COMPANIES, INC.


[Global Securities
Legend]


THIS GLOBAL SECURITY IS HELD BY AND REGISTERED IN THE
NAME OF THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) IS
NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN
THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (A) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 203 OF THE INDENTURE, (B) THIS GLOBAL SECURITY MAY BE
EXCHANGED PURSUANT TO SECTION 203(a) OF THE INDENTURE, (C) THIS GLOBAL SECURITY
MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 309 OF THE
INDENTURE AND (D) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



 A-1
 









[Form of Face of
Security]


HURCO COMPANIES,
INC.


[Designation of
Series]


CUSIP No.                          


[Other No.                          ]


No.                      
$                   


Hurco Companies, Inc., a corporation duly organized
and existing under the laws of the State of Indiana (herein called the “Company”,
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to                                       ,
or registered assigns, the principal sum of                                       Dollars
on                                       
[if the Security is to bear interest prior to
Maturity, insert  o,
and to pay interest thereon from or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-annually on                                       
and in                                       
each year, commencing                                       ,
at the rate of             %
per annum, until the principal hereof is paid or made available for payment [if applicable, insert o, provided, however that any principal and premium, and any
such installment of interest, which is overdue shall bear interest at the rate
of             %
per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand). The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which
shall be the                                       
or                                       
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holder of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.][if the Security is not to
bear interest prior to Maturity, insert o.
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of             %
per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment. Interest on any overdue principal or premium shall be
payable on demand. [Any such interest on overdue principal or premium which is
not paid on demand shall bear interest at the rate of             %
per annum (to the extent that the payment of such interest on interest shall be
legally enforceable), from the date of such demand until the amount so demanded
is paid or made available for payment. Interest on any overdue interest shall
be payable on demand.]]


Payment of the principal of (and premium, if any) and [if applicable, insert o
any such] interest on this Security will be made at the office or agency of the
Company maintained for that purpose in The City of New York, New York, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts [if
applicable, insert o; provided, however, 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 Security Register].


Reference is hereby made to the further provisions of
this Security set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.


Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.



 A-2
 









IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


	
  

  	
  HURCO COMPANIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


	
  Attest:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 



 A-3
 









CERTIFICATE
OF AUTHENTICATION


This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
  [

  	
   

  	
  ],

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
					



 



 A-4
 









[Form of Reverse
of Security]


This Security is one of a duly authorized issue of
securities of the Company (herein called the “Securities”), issued and to be
issued in one or more series under an Indenture, dated as of                                  ,
                                 
(herein called the “Indenture”, which term shall have the meaning assigned to
it in such instrument), between the Company and [                                                                ],
as Trustee (herein called the ‘“Trustee”, which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [if applicable, insert o, limited in aggregate principal amount to $               ].


[If applicable, insert o The Securities of this series are subject to
redemption at any time, upon not less than 30 days’ and not more than 60 days’
notice by mail, as a whole or from time to time in part, at the election of the
Company [if applicable, insert o (provided, however,
that, if the Company shall have elected pursuant to the Indenture to defease
[the entire indebtedness of this Security] [or] [certain restrictive covenants
and Events of Defaults with respect to this Security], prior to making such
election to redeem the Securities it shall have deposited in trust amounts
sufficient to pay the Redemption Price)], on any date prior to their Stated
Maturity at a Redemption Price equal to the greater of (i) 100% of the
principal amount of such Securities to be redeemed, plus accrued interest thereon
to the Redemption Date and (ii) the sum of the present values of the Remaining
Scheduled Payments (as defined below) of the notes to be redeemed, discounted
to the Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below),
plus [             ]
basis points, plus accrued and unpaid interest thereon to the Redemption Date.


“Treasury Rate” means, for any
Redemption Date, the rate per annum equal to the semiannual equivalent yield to
maturity, computed as the second Business Day immediately preceding that
Redemption Date, of the Comparable Treasury Issue referred to below, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price referred to below for
that Redemption Date. “Comparable Treasury Issue”
means the United States Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining term of the notes to be
redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the notes to be
redeemed. “Comparable Treasury Price” means, with
respect to any Redemption Date, (1) the average of the bid and asked prices for
the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, on the third Business Day preceding the Redemption Date, as
contained in the daily statistical release, or any successor release, published
by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m.
Quotations for U.S. Government Securities,” or (2) if the release, or any
successor release, is not published or does not contain these prices on that
business day, (a) the average of the Reference Treasury Dealer Quotations for
such Redemption Date, after excluding the highest and lowest of the Reference
Treasury Quotations, or (b) if the Trustee obtains fewer than four Reference
Treasury Dealer Quotations, the average of all these quotations. “Independent Investment Banker” means the Reference Treasury
Dealer appointed by the Company. “Reference Treasury Dealer”
means [ ] and [their] successors and one other nationally recognized investment
banking firm that is a primary U.S. Government securities dealer. “Reference Treasury Dealer Quotations” means, with respect
to each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the trustee by such Reference Treasury Dealer at 5:00
p.m., New York City time, on the third Business Day preceding such redemption
date. “Remaining Scheduled Payments” means,
with respect to each note to be redeemed, the remaining scheduled payments of
the principal thereof and interest thereon that would be due after the related
Redemption Date for such redemption; provided, however, that, if such
Redemption Date is not an Interest Payment Date with respect to such note, the
amount of the next succeeding scheduled interest payment thereon will be
reduced by the amount of interest accrued thereon to such Redemption Date.]


[If applicable, insert o The Securities of this series are subject to
redemption upon not less than 30 days’ notice by mail, [if
applicable, insert o
(1) on                                  
in any year commencing with the year                
and ending with the year                
through operation of the sinking fund for this series at a Redemption Price
equal to 100% of the principal amount, and (2)] at any time [if applicable, insert o
on or after                                  ],
as a whole or in part, at the election of the 



 A-5
 









Company, at the following Redemption Prices (expressed
as percentages of the principal amount): If redeemed [if
applicable, insert o
on or before                                  
and if redeemed] during the 12-month period beginning of the years indicated,


	
  Year

  	
   

  	
  Redemption Price

  	
   

  	
  Year

  	
   

  	
  Redemption Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


and thereafter at a Redemption Price equal to           %
of the principal amount, together in the case of any such redemption [if applicable, insert o
(whether through operation of the sinking fund or otherwise)] with accrued
interest to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face hereof,
all as provided in the Indenture.]


[If applicable, insert o The Securities of this series are subject to
redemption upon not less than 30 days’ notice by mail, (1) on                                  
in any year commencing with the year and ending with the year                
through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert o
on or after                                  ],
as a whole or in part, at the election of the Company, at the Redemption Prices
for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below: If
redeemed during the 12-month period beginning on                                  
of the years indicated,


	
  Year

  	
   

  	
  Redemption Price for

  Redemption through

  Operation of the

  Sinking Fund

  	
   

  	
  Redemption Price for

  Redemption Otherwise

  than through Operation of

  the Sinking Fund

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


and thereafter at a Redemption Price equal to           %
of the principal amount, together in the case of any such redemption (whether
through operation of the sinking fund or otherwise) with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]


[If applicable, insert o Notwithstanding the foregoing, the Company
may not, prior to                                  ,
redeem any Securities of this series as contemplated by [if
applicable, insert o
Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than           %
per annum.]


[If applicable, insert o The sinking fund for this series provides for
the redemption on                                  
in each year beginning with the year                
and ending with the year of                
[if applicable, insert o not less than $               
(“mandatory sinking fund”) and not more than] $               
aggregate principal amount of Securities of this series. Securities of this
series acquired or redeemed by the Company otherwise than through [if applicable, insert o
mandatory] sinking fund payments may be credited against subsequent [if applicable, insert o
mandatory] sinking fund payments otherwise required to be made [if applicable, insert o,
in the inverse order in which they become due].]


[If the Security is subject
to redemption of any kind, insert o In the event of redemption of this Security
in part only, a new Security or Securities of this series and of like tenor for
the unredeemed portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.]


[If applicable, insert o The Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]



 A-6
 









[If the Security is not an
Original Issue Discount Security, insert o. If an Event
of Default with respect to Securities of this series shall occur and be continuing,
the principal of the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.]


[If the Security is an
Original Issue Discount Security, insert o If an Event of Default with respect to Securities
of this series shall occur and be continuing, an amount of principal of the
Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture. Such amount shall be equal to o  insert formula for determining
the amount. Upon payment (i) of the amount of principal so declared
due and payable and (ii) of interest on any overdue principal, premium and
interest (in each case to the extent that the payment of such interest shall be
legally enforceable), all of the Company’s obligations in respect of the
payment of the principal of and premium and interest, if any, on the Securities
of this series shall terminate.]


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount
of the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.


As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have the right to institute
any proceeding with respect to the Indenture or for the appointment of a
receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at the time
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee indemnity or security reasonably satisfactory to it, and the Trustee shall
not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this Security
for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed herein.


No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of and
any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.


As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security may be registered
and this Security may be exchanged as provided in the Indenture.


The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and any integral
multiple thereof.


No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.


Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Security is registered
as the owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.


All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.



 A-7
 









ASSIGNMENT
FORM


To assign this Security,
fill in the form below:


I or we assign and
transfer this Security to:






(Insert assignee’s
social security or tax I.D. no.)


















(Print or type
assignee’s name, address and zip code)


and irrevocably appoint                                                   
as agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.






	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the other side
  of this Security)

  
	
   

  
	
  Your Name:

  	
   

  
	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  
	
  Signature Guarantee:

  	
   

  	
  *

  
						



 


*NOTICE: The Signature must be guaranteed by an
Institution which is a member of one of the following recognized signature
Guarantee Programs: (i) The Securities Transfer Agent Medallion Program
(STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The
Stock Exchange Medallion Program (SEMP); or (iv) such other guarantee program
acceptable to the Trustee.



 A-8
 









[TO BE
ATTACHED TO GLOBAL SECURITIES]


SCHEDULE OF
EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY


The following exchanges
of an interest in this Global Security for an interest in another Global
Security or for a Definitive Security, or exchanges of an interest in another
Global Security or a Definitive Security for an interest in this Global
Security have been made:


	
  Date of Exchange

  	
   

  	
  Amount of decrease

  in Principal Amount of

  this Global Security

  	
   

  	
  Amount of increase

  in Principal Amount of

  this Global Security

  	
   

  	
  Principal Amount of this

  Global Security following

  such decrease or increase

  	
   

  	
  Signature of authorized

  signatory of Trustee or

  Securities Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 A-9