ex4-3_formsubindenture.htm


    EXHIBIT
4.3

    


     

     

    FORM OF
SUBORDINATED INDENTURE

    


    CYTORI
THERAPEUTICS, INC.

    and

    [_____]

    TRUSTEE

    INDENTURE

    DATED AS
OF [_____], [      ]

    SUBORDINATED
DEBT SECURITIES

    TABLE OF
CONTENTS

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      ARTICLE ONE

      DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

       

      
        
          
            
              
                
                  
                    
                      
                        	 	 	 Page
	 	 	 
	
                                SECTION
      101.

                              	
                                Definitions

                              	
                                1

                              


                      

                    

                  

                

              

            

          

        

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	
                                      Act

                                    	
                                      1

                                    
	 
      	
                                      Affiliate

                                    	
                                      1

                                    
	 
      	
                                      Authenticating
      Agent

                                    	
                                      1

                                    
	 
      	
                                      Beneficial
      Owner

                                    	
                                      1

                                    
	 
      	
                                      Board
      of Directors

                                    	
                                      1

                                    
	 
      	
                                      Board
      Resolution

                                    	
                                      1

                                    
	 
      	
                                      Business
      Day

                                    	
                                      1

                                    
	 
      	
                                      Commission

                                    	
                                      2

                                    
	 
      	
                                      Company

                                    	
                                      2

                                    
	 
      	
                                      “Company
      Request” or “Company Order”

                                    	
                                      2

                                    
	 
      	
                                      Corporate
      Trust Office

                                    	
                                      2

                                    
	 
      	
                                      Corporation

                                    	
                                      2

                                    
	 
      	
                                      Defaulted
      Interest

                                    	
                                      2

                                    
	 
      	
                                      Depositary

                                    	
                                      2

                                    
	 
      	
                                      “Dollar”
      or “$”

                                    	
                                      2

                                    
	 
      	
                                      Euro

                                    	
                                      2

                                    
	 
      	
                                      Event
      of Default

                                    	
                                      2

                                    
	 
      	
                                      Extension
      Notice

                                    	
                                      2

                                    
	 
      	
                                      Extension
      Period

                                    	
                                      2

                                    
	 
      	
                                      Final
      Maturity

                                    	
                                      2

                                    
	 
      	
                                      Fixed
      Rate Security

                                    	
                                      2

                                    
	 
      	
                                      Floating
      Rate Security

                                    	
                                      2

                                    
	 
      	
                                      Foreign
      Currency

                                    	
                                      2

                                    
	 
      	
                                      Global
      Security

                                    	
                                      2

                                    
	 
      	
                                      Holder

                                    	
                                      2

                                    
	 
      	
                                      Indenture

                                    	
                                      2

                                    
	 
      	
                                      Interest

                                    	
                                      2

                                    
	 
      	
                                      Interest
      Payment Date

                                    	
                                      2

                                    
	 
      	
                                      Journal

                                    	
                                      3

                                    
	 
      	
                                      Lien

                                    	
                                      3

                                    
	 
      	
                                      Market
      Exchange Rate

                                    	
                                      3

                                    
	 
      	
                                      Maturity

                                    	
                                      3

                                    
	 
      	
                                      Officers’
      Certificate

                                    	
                                      3

                                    
	 
      	
                                      Opinion
      of Counsel

                                    	
                                      3

                                    
	 
      	
                                      Optional
      Reset Date

                                    	
                                      3

                                    
	 
      	
                                      Original
      Issue Discount Security

                                    	
                                      3

                                    
	 
      	
                                      Original
      Stated Maturity

                                    	
                                      3

                                    
	 
      	
                                      Outstanding

                                    	
                                      3

                                    
	 
      	
                                      Paying
      Agent

                                    	
                                      3

                                    
	 
      	
                                      Person

                                    	
                                      3

                                    
	 
      	
                                      Place
      of Payment

                                    	
                                      3

                                    
	 
      	
                                      Predecessor
      Security

                                    	
                                      4

                                    
	 
      	
                                      Property

                                    	
                                      4

                                    
	 
      	
                                      Redemption
      Date

                                    	
                                      4

                                    
	 
      	
                                      Redemption
      Price

                                    	
                                      4

                                    
	 
      	
                                      Regular
      Record Date

                                    	
                                      4

                                    
	 
      	
                                      Reset
      Notice

                                    	
                                      4

                                    
	 
      	
                                      Responsible
      Officer

                                    	
                                      4

                                    
	 
      	
                                      Securities

                                    	
                                      4

                                    
	 
      	
                                      Security
      Register and Security Registrar

                                    	
                                      4

                                    
	 	Senior
      Indebtedness	4 
	 
      	
                                      Special
      Record Date

                                    	
                                      4

                                    
	 
      	
                                      Stated
      Maturity

                                    	
                                      4

                                    
	 
      	
                                      Subordinated
      Indebtedness

                                    	
                                      4

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	 	 Page
	 	 	 
	 	Subsequent
      Interest Period	4
	 	Subsidiary	4 
	 
      	
                                    Trustee

                                  	
                                    4

                                  
	 	Trust
      Indenture Act	4
	 	Vice
      President	4


                          

                        

                      

                    

                  

                

              

            

          

        

      

      
 

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  SECTION
      102.

                                	
                                  Compliance
      Certificates and Opinions

                                	
                                  5

                                
	
                                  SECTION
      103.

                                	
                                  Form
      of Documents Delivered to Trustee

                                	
                                  5

                                
	
                                  SECTION
      104.

                                	
                                  Acts
      of Holders

                                	
                                  5

                                
	
                                  SECTION
      105.

                                	
                                  Notices,
      Etc., to Trustee and Company

                                	
                                  6

                                
	
                                  SECTION
      106.

                                	
                                  Notice
      to Holders; Waiver

                                	
                                  6

                                
	
                                  SECTION
      107.

                                	
                                  Conflict
      with Trust Indenture Act

                                	
                                  6

                                
	
                                  SECTION
      108.

                                	
                                  Effect
      of Headings and Table of Contents

                                	
                                  6

                                
	
                                  SECTION
      109.

                                	
                                  Successors
      and Assigns

                                	
                                  7

                                
	
                                  SECTION
      110.

                                	
                                  Separability
      Clause

                                	
                                  7

                                
	
                                  SECTION
      111.

                                	
                                  Benefits
      of Indenture

                                	
                                  7

                                
	
                                  SECTION
      112.

                                	
                                  Governing
      Law

                                	
                                  7

                                
	
                                  SECTION
      113.

                                	
                                  Legal
      Holidays

                                	
                                  7

                                
	
                                  SECTION
      114.

                                	
                                  Indenture
      and Securities Solely Corporate Obligations

                                	
                                  7

                                
	
                                  SECTION
      115.

                                	
                                  Consent
      of Holders of Securities in a Foreign Currency or Euros

                                	
                                  7

                                
	
                                  SECTION
      116.

                                	
                                  Payment
      Currency

                                	
                                  8

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

      ARTICLE
TWO

      SECURITY
FORMS

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                SECTION
      201.

                              	
                                Forms
      Generally

                              	
                                8

                              
	
                                SECTION
      202.

                              	
                                Form
      of Trustee’s Certificate of Authentication

                              	
                                8

                              


                      

                    

                  

                

              

            

          

        

      

       

      ARTICLE
THREE

      THE
SECURITIES

       

      
        
          
            
              
                
                  
                    	
                            SECTION
      301.

                          	
                            Amount;
      Issuable in Series

                          	
                            8

                          
	
                            SECTION
      302.

                          	
                            Denominations

                          	
                            10

                          
	
                            SECTION
      303.

                          	
                            Execution,
      Authentication, Delivery and Dating

                          	
                            10

                          
	
                            SECTION
      304.

                          	
                            Temporary
      Securities

                          	
                            11

                          
	
                            SECTION
      305.

                          	
                            Registration,
      Registration of Transfer and Exchange

                          	
                            11

                          
	
                            SECTION
      306.

                          	
                            Mutilated,
      Destroyed, Lost and Stolen Securities

                          	
                            12

                          
	
                            SECTION
      307.

                          	
                            Payment
      of Interest; Interest Rights Preserved; Optional Interest
      Reset

                          	
                            12

                          
	
                            SECTION
      308.

                          	
                            Persons
      Deemed Owners

                          	
                            13

                          
	
                            SECTION
      309.

                          	
                            Cancellation

                          	
                            13

                          
	
                            SECTION
      310.

                          	
                            Computation
      of Interest

                          	
                            13

                          
	
                            SECTION
      311.

                          	
                            Global
      Securities

                          	
                            14

                          
	
                            SECTION
      312.

                          	
                            Optional
      Extension of Maturity

                          	
                            15

                          
	
                            SECTION
      313.

                          	
                            CUSIP
      and ISIN Numbers

                          	
                            15

                          


                  

                

              

            

          

        

      

       

      ARTICLE
FOUR

      SATISFACTION
AND DISCHARGE

       

      
        
          
            
              
                	
                        SECTION
      401.

                      	
                        Satisfaction
      and Discharge of Securities of any Series

                      	
                        15

                      
	
                        SECTION
      402.

                      	
                        Satisfaction
      and Discharge of Indenture

                      	
                        16

                      
	
                        SECTION
      403.

                      	
                        Application
      of Trust Money

                      	
                        17

                      


              

            

          

        

      

       

      ARTICLE
FIVE

      REMEDIES

       

      
        
          
            
              	
                      SECTION
      501.

                    	
                      Events
      of Default

                    	
                      17

                    
	
                      SECTION
      502.

                    	
                      Acceleration
      of Maturity; Rescission and Annulment

                    	
                      18

                    
	
                      SECTION
      503.

                    	
                      Collection
      of Indebtedness and Suits for Enforcement by Trustee

                    	
                      18

                    
	
                      SECTION
      504.

                    	
                      Trustee
      May File Proofs of Claim

                    	
                      19

                    
	
                      SECTION
      505.

                    	
                      Trustee
      May Enforce Claims Without Possession of Securities

                    	
                      19

                    
	
                      SECTION
      506.

                    	
                      Application
      of Money Collected

                    	
                      19

                    
	
                      SECTION
      507.

                    	
                      Limitation
      on Suits

                    	
                      19

                    
	
                      SECTION
      508.

                    	
                      Unconditional
      Right of Holders to Receive Principal, Premium and
Interest

                    	
                      20

                    
	
                      SECTION
      509.

                    	
                      Restoration
      of Rights and Remedies

                    	
                      20

                    


            

          

        

      

       

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

       

      
        
          
            
              
                
                  
                    
                      	 	 	 Page
	 	 	 
	
                              SECTION
      510.

                            	
                              Rights
      and Remedies Cumulative

                            	
                              20

                            
	
                              SECTION
      511.

                            	
                              Delay
      or Omission Not Waiver

                            	
                              20

                            
	
                              SECTION
      512.

                            	
                              Control
      by Holders

                            	
                              20

                            
	
                              SECTION
      513.

                            	
                              Waiver
      of Past Defaults

                            	
                              20

                            
	
                              SECTION
      514.

                            	
                              Undertaking
      for Costs

                            	
                              21

                            


                    

                  

                

              

            

          

        

      

       

      ARTICLE
SIX

      THE
TRUSTEE

       

      
        
          
            
              	
                      SECTION
      601.

                    	
                      Certain
      Duties and Responsibilities

                    	
                      21

                    
	
                      SECTION
      602.

                    	
                      Notice
      of Defaults

                    	
                      22

                    
	
                      SECTION
      603.

                    	
                      Certain
      Rights of Trustee

                    	
                      22

                    
	
                      SECTION
      604.

                    	
                      Not
      Responsible for Recitals or Issuance of Securities

                    	
                      22

                    
	
                      SECTION
      605.

                    	
                      May
      Hold Securities

                    	
                      23

                    
	
                      SECTION
      606.

                    	
                      Money
      Held in Trust

                    	
                      23

                    
	
                      SECTION
      607.

                    	
                      Compensation
      and Reimbursement

                    	
                      23

                    
	
                      SECTION
      608.

                    	
                      Corporate
      Trustee Required; Eligibility; Conflicting Interests

                    	
                      23

                    
	
                      SECTION
      609.

                    	
                      Resignation
      and Removal; Appointment of Successor

                    	
                      23

                    
	
                      SECTION
      610.

                    	
                      Acceptance
      of Appointment by Successor

                    	
                      24

                    
	
                      SECTION
      611.

                    	
                      Merger,
      Conversion, Consolidation or Succession to Business

                    	
                      25

                    
	
                      SECTION
      612.

                    	
                      Preferential
      Collection of Claims Against Company

                    	
                      25

                    
	
                      SECTION
      613.

                    	
                      Appointment
      of Authenticating Agent

                    	
                      25

                    


            

          

        

      

       

      ARTICLE
SEVEN

      HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY

       

      
        
          
            
              
                	
                        SECTION
      701.

                      	
                        Holder
      Lists

                      	
                        26

                      
	
                        SECTION
      702.

                      	
                        Communications
      by Holders with Other Holders

                      	
                        26

                      
	
                        SECTION
      703.

                      	
                        Reports
      by Trustee

                      	
                        26

                      
	
                        SECTION
      704.

                      	
                        Reports
      by Company

                      	
                        26

                      


              

            

          

        

      

       

      ARTICLE
EIGHT

      SUCCESSOR
CORPORATION

       

      
        
          
            
              
                	
                        SECTION
      801.

                      	
                        Limitation
      on Consolidation, Merger and Sale of Assets

                      	
                        27

                      
	
                        SECTION
      802.

                      	
                        Successor
      Person Substituted.

                      	
                        27

                      


              

            

          

        

      

       

      ARTICLE
NINE

      SUPPLEMENTAL
INDENTURES

       

      
        
          
            
              
                	
                        SECTION
      901.

                      	
                        Supplemental
      Indentures Without Consent of Holders

                      	
                        27

                      
	
                        SECTION
      902.

                      	
                        Supplemental
      Indentures with Consent of Holders

                      	
                        28

                      
	
                        SECTION
      903.

                      	
                        Execution
      of Supplemental Indentures

                      	
                        29

                      
	
                        SECTION
      904.

                      	
                        Effect
      of Supplemental Indentures

                      	
                        29

                      
	
                        SECTION
      905.

                      	
                        Conformity
      with Trust Indenture Act

                      	
                        29

                      
	
                        SECTION
      906.

                      	
                        Reference
      in Securities to Supplemental Indentures

                      	
                        29

                      


              

            

          

        

      

       

      ARTICLE
TEN

      COVENANTS

       

      
        
          
            
              
                	
                        SECTION
      1001.

                      	
                        Payment
      of Principal, Premium and Interest

                      	
                        29

                      
	
                        SECTION
      1002.

                      	
                        Maintenance
      of Office or Agency

                      	
                        29

                      
	
                        SECTION
      1003.

                      	
                        Money
      for Securities Payments to Be Held in Trust

                      	
                        30

                      
	
                        SECTION
      1004.

                      	
                        Corporate
      Existence

                      	
                        30

                      
	
                        SECTION
      1005.

                      	
                        Statement
      as to Compliance

                      	
                        31

                      
	
                        SECTION
      1006.

                      	
                        Waiver
      of Certain Covenants

                      	
                        31

                      


              

            

          

        

      

       

      ARTICLE
ELEVEN

      REDEMPTION
OF SECURITIES

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                SECTION
      1101.

                              	
                                Applicability
      of Article

                              	
                                31

                              
	
                                SECTION
      1102.

                              	
                                Election
      to Redeem; Notice to Trustee

                              	
                                31

                              
	
                                SECTION
      1103.

                              	
                                Selection
      by Trustee of Securities to be Redeemed

                              	
                                31

                              
	

                                SECTION
      1104.

                              	Notice
      of Redemption	32
	

                                SECTION
      1105.

                              	

                                Deposit
      of Redemption Price

                              	32
	

                                SECTION
      1106.

                              	

                                Securities
      Payable on Redemption Date

                              	32


                      

                    

                  

                

              

            

          

        

      

       

       

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

       

       

      
        
          
            
              
                
                  
                    	 	 	 Page
	 	 	 
	
                            SECTION
      1107.

                          	
                            Securities
      Redeemed in Part

                          	
                            32

                          


                  

                

              

            

          

        

      

       

      ARTICLE
TWELVE

      SINKING
FUNDS

       

      
        
          
            
              	
                      SECTION
      1201.

                    	
                      Applicability
      of Article

                    	
                      33

                    
	
                      SECTION
      1202.

                    	
                      Satisfaction
      of Sinking Fund Payments with Securities

                    	
                      33

                    
	
                      SECTION
      1203.

                    	
                      Redemption
      of Securities for Sinking Fund

                    	
                      33

                    


            

          

        

      

       

      ARTICLE
THIRTEEN

      REPAYMENT
AT THE OPTION OF HOLDERS

       

      
        
          
            
              
                	
                        SECTION
      1301.

                      	
                        Applicability
      of Article

                      	
                        33

                      


              

            

          

        

      

       

      
        ARTICLE
FOURTEEN

        SUBORDINATION

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      SECTION
      1401.

                                    	
                                      Securities
      Subordinated to Senior Indebtedness 

                                    	
                                      34

                                    
	
                                      SECTION
      1402.

                                    	
                                      Effectuation
      of Subordination by Trustee 

                                    	
                                      35

                                    
	
                                      SECTION
      1403.

                                    	
                                      Knowledge
      of Trustee 

                                    	
                                      35

                                    
	

                                      SECTION
      1404.

                                    	Trustee’s
      Relation to Senior Indebtedness 	36
	

                                      SECTION
      1405.

                                    	

                                      Rights
      of Holders of Senior Indebtedness Not Impaired 

                                    	36


                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

       

      


      
        
          
             


          

          
            v

            
              

            

          

          
             


          

        

      

      
 

    

    INDENTURE, dated as of [_______], [___], between Cytori Therapeutics,
Inc., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the “Company”), and [__________________], as 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 or secured and
subordinated debentures, notes or other evidences of senior indebtedness (herein
called the “Securities”), to be issued in one or more series as in this
Indenture provided.

     

    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 covenanted and agreed, for the equal and
proportionate benefit of all holders of the Securities or of any 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 in the United
States of America at the date of such computation; and

     

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

     

    “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.

     

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

     

    “Beneficial
Owner” means, with respect to Global Securities, the Person who is the
beneficial owner of such Securities as effected on the books of the Depositary
for such Securities or on the books of a Person maintaining an account with such
Depositary (directly or as an indirect participant, in accordance with the rules
of such Depositary).

     

    “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 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, and (i) with respect to Securities
denominated in a 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Foreign
Currency, the capital city of the country of the Foreign Currency, or (ii) with
respect to Securities denominated in Euros, Luxembourg, are authorized or
obligated by it to close.

     

    “Commission”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, as amended, 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 Indenture
until a successor corporation shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Company” shall mean such successor
corporation.

     

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

     

    “Corporate
Trust Office” means the principal corporate trust office of the Trustee at which
at any particular time its corporate trust business shall be principally
administered. At the date of this Indenture, the Corporate Trust Office of the
Trustee is located, at [________], except that whenever a provision herein
refers to an office or agency of the Trustee in the Borough of Manhattan, City
of New York, New York, such office is located, at the date hereof, at
[________].

     

    “Corporation”
includes corporations, associations, companies and business trusts.

     

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

     

    “Depositary”
means a clearing agency registered as such under the Securities Exchange Act of
1934, as amended, or any successor thereto, which shall in either case be
designated by the Company pursuant to Section 301 until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter “Depositary” shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than one such Person,
such Persons, “Depositary” as used with respect to the Securities of any series
shall mean the Depositary with respect to the Securities of that
series.

     

    “Dollar”
or “$” or any similar reference means the coin or currency of the United States
of America as at the time of payment is legal tender for the payment of public
and private debts.

     

    “Euro”
means the single currency of participating member states of the economic and
monetary union as contemplated in the Treaty on European Union.

     

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

     

    “Extension
Notice” has the meaning specified in Section 312.

     

    “Extension
Period” has the meaning specified in Section 312.

     

    “Final
Maturity” has the meaning specified in Section 312.

     

    “Fixed
Rate Security” means a Security which provides for the payment of interest at a
fixed rate.

     

    “Floating
Rate Security” means a Security which provides for the payment of interest at a
variable rate determined periodically by reference to an interest rate index or
other index specified pursuant to Section 301.

     

    “Foreign
Currency” means a currency, other than the Euro, issued by the government of a
country other than the United States of America.

     

    “Global
Security” means a Security evidencing all or part of a series of Securities
which is executed by the Company and authenticated and delivered to the
Depositary for such series or its nominee, all in accordance with this Indenture
and pursuant to a Company Order, which shall be registered in the name of the
Depositary or its nominee and which shall represent the amount of uncertificated
securities as specified therein.

     

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

     

    “Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include any
Officers’ Certificates setting forth the form and terms of particular series of
Securities as contemplated by Sections 201 and 301.

     

    
      
        
        

      

      
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    “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.

     

     “Journal”
means the official Journal of the European Union or successor publication
thereto.

     

    “Lien”
means any mortgage, pledge, lien, security interest or encumbrance.

     

    “Market
Exchange Rate” means on a given date, the noon Dollar buying rate in New York
City for cable transfers of a currency as published by the Federal Reserve Bank
of New York; provided that, in the case of the Euro, Market Exchange Rate shall
mean the rate of exchange determined by the Commission of the European Union (or
any successor thereto) as published in the Journal.

     

    “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.

     

    “Officers’
Certificate” means a certificate signed by the Chairman, the President, a Vice
President or the Treasurer, and by an Assistant Treasurer, the Controller, an
Assistant Controller, the Secretary or an Assistant Secretary, of the Company,
and delivered to the Trustee.

     

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

     

    “Optional
Reset Date” has the meaning specified in Section 307.

     

    “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.

     

    “Original
Stated Maturity” has the meaning specified in Section 312.

     

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

     

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

     

    (ii) Securities
or portions thereof 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 that, if such Securities or portions thereof 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;
and

     

    (iii) 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 Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, 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 or waiver, only
Securities which the Trustee knows to be 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. In determining the requisite principal
amount of any Original Issue Discount Security, such principal amount that shall
be deemed to be Outstanding shall be equal to the amount of the principal
thereof that could be declared to be due and payable upon an Event of Default
pursuant to the terms of such Original Issue Discount Security at the time of
such determination.

     

     “Paying
Agent” means any Person, which may include the Company, authorized by the
Company to pay the principal of (and premium, if any) or interest, if any, on
any Security on behalf of the Company.

     

    
      
        
        

      

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

     

    “Place of
Payment,” when used with respect to the Securities of any series, means the
place or places where the principal of (and premium, if any) and interest, if
any, on the Securities of that series are payable as specified as contemplated
in Section 301 or, if not so specified, as specified in Section
1002.

     

    “Predecessor
Security” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular Security;
and, for the purposes of this definition, any Security authenticated and
delivered under Section 306 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.

     

    “Property”
means any kind of property or asset, whether real, personal or mixed, tangible
or intangible.

     

    “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.

     

    “Reset
Notice” has the meaning specified in Section 307.

     

    “Responsible
Officer,” when used with respect to the Trustee, means any officer of the
Trustee assigned to administer corporate trust matters and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his or her knowledge of and familiarity with the
particular subject.

     

    “Securities”
has the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this
Indenture.

     

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

     

    “Senior
Indebtedness” means all of the indebtedness of, or indebtedness guaranteed by,
the Company for borrowed money (including the principal of, premium, if any, or
interest on any such borrowed money and any commitment fees for unborrowed
amounts which, if borrowed, would constitute Senior Indebtedness), whether
currently outstanding or hereafter incurred, unless, under the instrument
evidencing the same or under which the same is outstanding, it is expressly
provided that such indebtedness is subordinate to other indebtedness and
obligations of the Company.

     

    “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.

     

    “Subordinated
Indebtedness” shall mean the Securities and all other indebtedness of, or
guaranteed by, the Company whether or not outstanding as of the date of this
Indenture, which is by its terms made subordinate and junior in right of payment
to all Senior Indebtedness.

     

    “Subsequent
Interest Period” has the meaning specified in Section 307.

     

    “Subsidiary”
means with respect to any Person, any corporation, association, joint venture,
partnership, limited liability company or other business entity of which at
least a majority of the voting stock or other ownership interests having voting
power for the election of directors, managers or trustees (or the equivalent)
is, at the time as of which any determination is being made, owned or controlled
by such Person or one or more Subsidiaries of such Person, or by such Person and
one or more Subsidiaries of such Person, other than shares, interests,
participations or other equivalents having such power by reason of the
occurrence of any contingency.

     

    “Trustee”
means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor trustee shall have become such with respect to one
or more series of Securities pursuant to the applicable provisions of this
Indenture, and thereafter “Trustee” shall mean or include each Person who is
then a Trustee hereunder, provided, however, that 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.

     

    
      
        
        

      

      
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    “Trust
Indenture Act” means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in force at the date on the date of this Indenture, except as
provided in Section 905.

     

    “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 an
Officers’ Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     

    Every
certificate 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
condition or covenant 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 condition or covenant 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.

     

    (a) Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders (or Holders of
any series) may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by 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 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 and any agent of the Trustee or the Company, if made in the manner
provided in this Section.

     

    (b) 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, 

     

    
      
        
        

      

      
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    may also
be proved in any other manner which the Trustee deems sufficient; and the
Trustee may in any instance require further proof with respect to any of the
matters referred to in this Section.

     

    (c) The
ownership of Securities and the principal amount held by any Person and the date
of holding the same shall be proved by the Security Register.

     

    (d) If the
Company shall solicit from the Holders any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company may, at its option,
by Board Resolution, fix in advance a record date for the determination of
Holders entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other Act may be given before or after such record
date, but only the Holders of record at the close of business on such record
date shall be deemed to be Holders for the purposes of determining whether
Holders of the requisite proportion of Outstanding Securities have authorized or
agreed or consented to such request, demand, authorization, direction, notice,
consent, waiver or other Act, and for that purpose the Outstanding Securities
shall be computed as of such record date, provided that no such authorization,
agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provision of this
Indenture not later than six months after the record date.

     

    (e) 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, the Security
Registrar, any Paying Agent or the Company in reliance thereon, whether or not
notation of such action is made upon such Security.

     

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

     

    Except as
otherwise specifically provided herein, 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, 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 the attention of its
Treasurer at [_____] or any other address subsequently 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 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, and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Any notice mailed in the manner prescribed by this Indenture
shall be conclusively presumed to have been duly given whether or not received
by any particular Holder. 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.

     

    In case
by reason of the suspension of regular mail service or by reason of any other
cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

     

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

     

    SECTION
107.   Conflict
with Trust Indenture Act.

     

    If any
provision hereof limits, qualifies or conflicts with another provision hereof
which is required to be included in this Indenture by any of the provisions of
the Trust Indenture Act, such required 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.

     

    
      
        
        

      

      
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    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.

     

    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. All agreements of the
Trustee, any additional trustee and any Paying Agents in this Indenture shall
bind their respective successors and assigns.

     

    SECTION
110.   Separability
Clause.

     

    In case
any provision of 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, and a Holder
shall have no claim therefor against any party hereto.

     

    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, any Paying Agent, any Security Registrar,
or any Authenticating Agent and their respective 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 and construed by and in
accordance with the laws of the State of New York, as applied to contracts made
and performed within the State of New York without regard to principles of
conflicts of laws.

     

    SECTION
113.   Legal
Holidays.

     

    In any
case where any Interest Payment Date, Redemption Date, the Stated Maturity of
any Security or any date upon which any Defaulted Interest is proposed to be
paid shall not be a Business Day at any Place of Payment, then (notwithstanding
any other provision of this Indenture or of the Securities) payment of interest,
if any, 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, Redemption Date, at the Stated Maturity, or on the date for
payment of Defaulted Interest, provided that no interest shall accrue for the
period from and after such Interest Payment Date, Redemption Date, Stated
Maturity or date for the payment of Defaulted Interest, as the case may be, to
the date of payment.

     

    SECTION
114.   Indenture
and Securities Solely Corporate Obligations.

     

    No
recourse for the payment of the principal of (or premium, if any) or interest on
any Security, or for any claim based thereon or otherwise in respect thereof,
and no recourse under or upon any obligation, covenant or agreement of the
Company in this Indenture or in any supplemental indenture, or in any Security,
or because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issuance of the
Securities.

     

    SECTION
115.   Consent
of Holders of Securities in a Foreign Currency or Euros.

     

    Unless
otherwise specified in a certificate delivered pursuant to Section 301 of this
Indenture with respect to a particular series of Securities, whenever for
purposes of this Indenture any action may be taken by the Holders of a specified
percentage in aggregate principal amount of Securities of all series or all
series affected by a particular action at the time Outstanding and, at such
time, there are Outstanding Securities of any series which are denominated in a
coin, currency or currency unit other than Dollars, then the principal amount of
Securities of such series which shall be deemed to be Outstanding for the
purpose of taking such action shall be that amount of Dollars that could be
obtained for the stated Foreign Currency or Euro principal amount of such
Outstanding Securities at the Market Exchange Rate on the record date for the
purpose of taking such action. If the appropriate Market Exchange Rate is not
available for any reason with respect to such currency, the Trustee shall use,
in its sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York or, in the case of Euros, the rate of exchange
as published in Journal, as of the most recent available date, or quotations or,
in the case of Euros, rates of exchange from one or more major banks in The City
of New York or in the country of issue of the currency in question or, in the
case of Euros, in Luxembourg or such other quotations or, in the case of Euros,
rates of exchange as the Trustee, upon consultation with the Company, shall deem
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    determinations
of the Trustee regarding the Market Exchange Rate or any alternative
determination provided for in the preceding paragraph shall be in its sole
discretion and shall, in the absence of manifest error, be conclusive for all
purposes and irrevocably binding upon the Company and all Holders.

     

    SECTION
116.   Payment
Currency.

     

    If the
principal of and/or interest on (or premium, if any, on) any Securities is
payable in a Foreign Currency or Euros and such Foreign Currency or Euros is not
available for payment due to the imposition of exchange controls or other
circumstances beyond the control of the Company, then the Company shall be
entitled to satisfy its obligations to Holders under this Indenture by making
such payment in Dollars on the basis of the Market Exchange Rate for such
Foreign Currency or Euros on the latest date for which such rate was established
on or before the date on which payment is due. Any payment made under this
Section  in Dollars where the required payment is in a Foreign
Currency or Euros shall not constitute an Event of Default.

     

     

    ARTICLE
TWO

     

    SECURITY
FORMS

     

    SECTION
201.   Forms
Generally.

     

    The
Securities of each series shall be in substantially the 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 as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, an appropriate
Officers’ Certificate setting forth such form together with a copy of the Board
Resolution shall be delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 303 for the authentication and delivery of
such Securities.

     

    The
definitive Securities shall be printed, typed, lithographed or engraved or
produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any securities exchange on which the Securities
may be listed, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.

     

    SECTION
202.   Form
of Trustee’s Certificate of Authentication.

     

    The
Trustee’s certificate of authentication shall be in substantially the form set
forth below:

     

    This is
one of the Securities of the series designated herein issued under the
within-mentioned Indenture. 

       

                                [___________________], as
Trustee

      


      By:_______________________________

             Authorized
Officer

       

    

     

     

    ARTICLE
THREE

     

    THE
SECURITIES

     

    SECTION
301.   Amount;
Issuable in Series.

     

    The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture may not exceed $[______________].

     

    The
Securities may be issued in one or more series. There shall be established in or
pursuant to a procedure established in a Board Resolution, and set forth 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 the Securities of all other series and the form of the Securities of
the series);

     

    
      
        
        

      

      
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    (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);

     

    (3) the date
or dates on which the principal of (and premium, if any, on) the Securities of
the series is payable, or the manner in which such dates are
determined;

     

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

     

    (5) the rate
or rates at which the Securities of the series shall bear interest, if any, or,
if applicable, the method used to determine such rate or rates (including, but
not limited to, any commodity, commodity index, stock exchange index or
financial index) at which the Securities of the series shall bear interest, if
any, the date or dates on which such interest, if any, shall commence, the date
or dates from which any such interest shall accrue, or the manner in which such
dates are determined, the Interest Payment Dates on which any such interest
shall be payable, the Regular Record Dates, if any, for the payment of interest
on any Interest Payment Date and the rate or rates of interest, if any, payable
on overdue installments of interest on or principal of (or premium, if any, on)
the Securities of the series, and whether the interest rate may be reset upon
certain designated events and, in the case of Floating Rate Securities, the
notice, if any, to Holders regarding the determination of interest and the
manner of giving such notice, and the extent to which, or the manner in which,
any interest payable on any Global Security on an Interest Payment Date will be
paid or calculated if other than in the manner provided in Section 307 or
Section 310 if other than calculated on the basis of a 360-day year of twelve
30-day months;

     

    (6) if other
than the Trustee, the identity of the Security Registrar and, if other than as
specified in Section 1002, the place or places where the principal of (and
premium, if any) and interest, if any, on Securities of the series shall be
payable, or the method of such payment, if by wire transfer, mail or other
means;

     

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

     

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

     

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

     

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

     

    (11) additional
covenants of the Company, if any, for the benefit of the Holders of Securities
of such series;

     

    (12) if the
provisions of Section 401(4) relating to satisfaction and discharge of
Securities more than one year prior to their Stated Maturity or redemption shall
apply to Securities of the series, a statement of such fact;

     

    (13) if other
than Dollars, the coin or currency in which the Securities of that series are
denominated (including, but not limited to any Foreign Currency or Euros) if
payments of principal of, or interest or premium, if any, on, the Securities of
the series are to be made in one or more currencies or currency units other than
that or those in which such Securities are denominated, the manner in which the
exchange rate with respect to such payments will be determined;

     

    (14) if the
amount of payments of principal (and premium, if any) or interest, if any, on
the Securities of the series may be determined with reference to an index based
on a currency or currencies or by reference to a commodity, commodity index,
stock exchange index or financial index, the manner in which such amounts shall
be determined;

     

    (15) provisions,
if any, for the defeasance of Securities of the series;

     

    (16) the date
as of which any Global Security representing any Outstanding Debt Securities of
the series shall be dated if other than the date of original issuance of the
first Security of the series to be issued;

     

    (17) whether
the Securities of the series shall be issued in whole or in part in the form of
one or more Global Securities and, in such case, the Depositary for such Global
Security or Securities;

     

    (18) the
provisions, if any, relating to any collateral provided for the Securities of
the series;

     

    
      
        
        

      

      
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    (19) any
addition to or change in the Events of Default which applies to any Securities
of the series, and any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 502;

     

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

     

    (21) the
right, if any, to extend the maturity of the Securities of the series and the
duration of such extension;

     

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

     

    (23) any
additional or different subordination terms applicable to Securities of the
series; and

     

    (24) any other
terms, conditions, rights and preferences (or limitations on such rights and
preferences) relating to the Securities of such series.

     

    All
Securities of any one series shall be substantially identical except as to
denomination and the rate or rates of interest, if any, the date or dates from
which interest shall accrue and maturity and except as may otherwise be provided
in or pursuant to such Board Resolution and set forth in such Officers’
Certificate or in any such indenture supplemental hereto.

     

    If any of
the terms of the series are established by action taken 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.

     

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

     

    SECTION
302.   Denominations.

     

    The
Securities of each series shall be issuable in registered form without coupons
in such denominations as shall be specified as contemplated by Section 301. In
the absence of any such provisions with respect to the Securities of any series,
the Securities of such series shall be issuable in denominations of $1,000 and
any integral multiple thereof.

     

    SECTION
303.   Execution,
Authentication, Delivery and Dating.

     

    The
Securities shall be executed on behalf of the Company by any two of its Chairman
of the Board, its President, any Vice President, its Treasurer or its Secretary,
under its corporate seal reproduced thereon. The signature of any of these
officers on the Securities may be manual or facsimile.

     

    Securities
bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices at
the date of such Securities.

     

    At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver to the Trustee or an Authenticating Agent for
authentication Securities of any series executed by the Company, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee or such Authenticating Agent in accordance with the Company Order shall
authenticate and deliver such Securities. If all the Securities of any series
are not to be issued at one time, and if the Board Resolution, Officers’
Certificate or supplemental indenture establishing such series shall so permit,
such Company Order may set forth procedures acceptable to the Trustee for the
issuance of such Securities and the determination of the terms of particular
Securities of such series such as interest rate, maturity date, date of issuance
and date from which interest shall accrue. If the form or terms of the
Securities of the series have been established in 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 receive, and (subject to
Section 601) shall be fully protected in relying upon, an Opinion of Counsel
stating,

     

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

     

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

     

    
      
        
        

      

      
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    If all
the Securities of any series are not to be issued at one time, it shall not be
necessary to deliver an Opinion of Counsel at the time of issuance of each
Security, but such Opinion of Counsel, with appropriate modifications, may
instead be delivered at or prior to the time of issuance of the first Security
of such series.

     

    The
Trustee or any Authenticating Agent shall have the right to authenticate and
deliver any of such Securities if it, being advised by counsel, determines that
such action may not lawfully be taken, or if it, its board of directors,
trustees, executive committee, or a trust committee of directors or trustees
and/or vice presidents shall determine in good faith that such action would
expose it to personal liability to existing Holders or 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.

     

    Each
Security shall be dated the date of its authentication.

     

    No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee or an Authenticating Agent by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture.

     

    SECTION
304.   Temporary
Securities.

     

    Pending
the preparation of definitive Securities of any series, the Company may execute,
and upon Company Order the Trustee or an Authenticating Agent 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.

     

    Until so
exchanged the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series.

     

    SECTION
305.   Registration,
Registration of Transfer and Exchange.

     

    With
respect to each series of Securities, the Company shall cause to be kept at one
of the offices or agencies maintained pursuant to Section 1002 a register (the
register maintained in such office and in any other office or agency established
by 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 of that series and of transfers of Securities of that series.
Pursuant to Section 301, the Company shall appoint, with respect to Securities
of each series, a “Security Registrar” for the purpose of registering such
Securities and transfers and exchanges of such Securities as herein provided. In
the event the Trustee shall not be Security Registrar, it shall have the right
to examine the Security Register at all reasonable times.

     

    Upon
surrender for registration of transfer of any Security of any series at the
designated office or agency in a Place of Payment for that series, the Company
shall execute, and the Trustee or an Authenticating Agent shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of a like
tenor, aggregate principal amount and Stated Maturity.

     

    At the
option of the Holder, Securities of any series (except Global Securities) may be
exchanged for other Securities of the same series, of any authorized
denominations and of a like tenor, aggregate principal amount and Stated
Maturity, upon surrender of the Securities to be exchanged at such office or
agency and upon payment, if the Company shall so require, of the charges
hereinafter provided. Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee or an Authenticating Agent shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

     

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

     

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

     

    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, other than exchanges
pursuant to Section 304, 906 or 1107 not involving any transfer.

     

    
      
        
        

      

      
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    The
Company shall not be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15
days before the day of selection for redemption of Securities of that series
selected for redemption under Section 1103 and ending at the close of business
on the day of the mailing of notice of redemption, or (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in
part.

     

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

     

    If there
shall be delivered to the Company and the Trustee (i) a mutilated Security or
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity bond as may be determined in the reasonable
judgment of the Company or the Trustee, as the case may be, to protect the
Company, the Trustee and any agent of either of them from any loss which any of
them may suffer if a Security is replaced, 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 upon its request the Trustee or an
Authenticating Agent shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Security, a new Security of the
same series and of like tenor, principal amount and Stated Maturity 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; Optional Interest Reset.

     

    (a) Except as
otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 301, 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 registered
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 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 mailed,
first-class postage prepaid, to each Holder of Securities of such series at his
address as it appears in the Security Register, not less than l0 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 mailed, 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 

     

    
      
        
        

      

      
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    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.

     

    (b) The
provisions of this Section 307(b) may be made applicable to any series of
Securities pursuant to Section 301 (with such modifications, additional or
substitutions as may be specified pursuant to such Section 301). The interest
rate on any Security of such series may be reset by the Company on the date or
dates specified on the face of such Security (each an “Optional Reset Date”).
The Company may exercise such option with respect to a Security by notifying the
Trustee of all of the relevant information relating to such exercise at least 50
but not more than 60 days prior to an Optional Reset Date, the Trustee shall
transmit, in the manner provided for in Section 106, to the Holder of any such
Security a notice (the “Reset Notice”) indicating whether the Company has
elected to reset the interest rate, and if so (i) such new interest rate and
(ii) the provisions, if any, for redemption during the period from such Optional
Reset Date to the next Optional Reset Date or if there is no such next Optional
Reset Date, to the Stated Maturity Date of such Security (each such period a
“Subsequent Interest Period”), including the date or dates on which or the
period or periods during which and the price or prices at which such redemption
may occur during the Subsequent Interest Period.

     

    Notwithstanding
the foregoing, not later than 20 days prior to the Optional Reset Date, the
Company may, at its option, revoke the interest rate provided for in the Reset
Notice and establish a higher interest rate for the Subsequent Interest Period
by causing the Trustee to transmit, in the manner provided for in Section 106,
notice of such higher interest rate to the Holder of such Security. Such notice
shall be irrevocable. All Securities with respect to which the interest rate is
reset on an Optional Reset Date will bear such higher interest
rate.

     

    The
Holder of any such Security will have the option to elect repayment by the
Company of the principal of such Security on each Optional Reset Date at a price
equal to the principal amount thereof plus interest accrued to such Optional
Reset Date. In order to obtain repayment on an Optional Reset Date, the Holder
must follow the procedures set forth in Article Thirteen for repayment at the
option of Holders, as such apply to such Security, except that the period for
delivery or notification to the Trustee shall be at least 25 but not more than
35 days prior to such Optional Reset Date and except that, if the holder has
tendered any Security for repayment pursuant to the Reset Notice, the Holder
may, by written notice to the Trustee, revoke such tender or repayment until the
close of business on the tenth day before such Optional Reset Date.

     

    Subject
to the foregoing provisions of this Section and Section 305, 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, any Paying Agent, any Authenticating Agent and any other agent of the
Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Section 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, any Paying Agent, any
Authenticating Agent nor any other agent of the Company or the Trustee shall be
affected by notice to the contrary.

     

    None of
the Company, the Trustee, any Paying Agent or the Security Registrar will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests. Notwithstanding the foregoing, with respect to
any Global Security, nothing herein shall prevent the Company, the Trustee, or
any agent of the Company or the Trustee, from giving effect to any written
certification, proxy or other authorization furnished by any Depositary, as a
Holder, with respect to such Global Security or impair, as between such
Depositary and owners of beneficial interests in such Global Security, the
operation of customary practices governing the exercise of the rights of such
Depositary (or its nominee) as Holder of such Global Security.

     

    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 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 shall be destroyed by the Trustee and the Trustee shall deliver a


     

    
      
        
        

      

      
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    certificate
of such destruction to the Company, unless the Company by Company Order shall
direct that such cancelled Securities be returned to it.

     

    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.

     

    SECTION
311.   Global
Securities.

     

    If the
Company shall establish pursuant to Section 301 that the Securities of a series
are to be issued in whole or in part in the form of one or more Global
Securities, then the Company shall execute and the Trustee shall, in accordance
with Section 303 and the Company Order with respect to such series, authenticate
and deliver one or more Global Securities in temporary or permanent form that
(i) shall represent and shall be denominated in an amount equal to the aggregate
principal amount of the outstanding Securities of such series to be represented
by one or more Global Securities, (ii) shall be registered in the name of the
Depositary for such Global Security or Securities or the nominee of such
depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary’s instruction, and (iv) shall bear a legend
substantially to the following effect: “This Security is a Global Security
within the meaning of the Indenture hereinafter referred to, and is registered
in the name of the Depository or a nominee of the Depository. This Security is
exchangeable for Securities registered in the name of a Person other than the
Depository or its nominee only in the limited circumstances described in the
Indenture, and may be transferred except as a whole by the Depositary to a
nominee of the Depositary, by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.” The Trustee
shall deal with the Depositary and its participants as representatives of the
Beneficial Owners of the Global Securities for purposes of exercising the rights
of the Holders hereunder and the rights of the Beneficial Owners of the Global
Securities shall be limited to those established by law and agreements between
such Beneficial Owners and the Depositary and its participants. Beneficial
Owners shall not be entitled to certificates for Global Securities as to which
they are the Beneficial Owners. Requests and directions from, and votes of, such
representatives shall not be deemed to be inconsistent if they are made with
respect to different Beneficial Owners.

     

    Notwithstanding
any other provision of this Section or Section 305, unless and until it is
exchanged in whole or in part for Securities in definitive form, a Global
Security representing all or a portion of the Securities of a series may not be
transferred except as a whole by the Depositary for such series to a nominee of
such Depositary, by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or a nominee of such successor depositary.
The Beneficial Owner’s ownership of Securities shall be recorded on the records
of a participant of the Depositary that maintains such Beneficial Owner’s
account for such purpose and the participant’s record ownership of such
Securities shall be recorded on the records of the Depositary.

     

    If at any
time the Depositary for the Securities of a series notifies the Company that it
is unwilling or unable to continue as Depositary for the Securities of such
series or if at any time the Depositary for Securities of a series ceases to be
a clearing agency registered under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation, the Company shall appoint a
successor Depositary with respect to the Securities of such series. If a
successor Depositary for the Securities of such series is not appointed by the
Company within 90 days after the Company receives written notice or becomes
aware of such condition, the Company will execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of definitive Securities
of such series, will authenticate and deliver, Securities of such series, with
like tenor and terms, in definitive form in an aggregate principal amount equal
to the principal amount of the Global Security or Securities representing such
series in exchange for such Global Security or Securities.

     

    The
Company may at any time and in its sole discretion determine that the Securities
of any series issued in the form of one or more Global Securities shall no
longer be represented by such Global Security or Securities. In such event, the
Company will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series, with like tenor and terms,
in definitive form and in an aggregate principal amount equal to the principal
amount of the Global Security or Securities representing such series in exchange
for such Global Security or Securities.

     

    If
specified by the Company pursuant to Section 301 with respect to Securities of a
series, the Depositary for such series of Securities may surrender a Global
Security for such series of Securities in exchange in whole or in part for
Securities of such series in definitive form on such terms as are acceptable to
the Company and such Depositary. Thereupon, the Company shall execute and the
Trustee shall authenticate and deliver, without charge,

     

    (i) to each
Person specified by the Depositary a new Security or Securities of the same
series of like tenor and terms of any authorized denomination as requested by
such Person in aggregate principal amount equal to and in exchange for such
Person’s beneficial interest in the Global Security; and

     

    
      
        
        

      

      
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    (ii) to the
Depositary a new Global Security in a denomination equal to the difference, if
any, between the principal amount of the surrendered Global Security and the
aggregate principal amount of Securities delivered to Holders
thereof.

     

    Upon the
exchange of a Global Security for Securities in definitive form, such Global
Security shall be cancelled by the Trustee. Securities issued in exchange for a
Global Security pursuant to this Section  shall be registered in such
names and in such authorized denominations as the Depositary for such Global
Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities
to the persons in whose names such Securities are so registered.

     

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

     

    Notwithstanding
the other provisions of this Indenture, unless otherwise specified as
contemplated by Section 301, payment of the principal of, and interest and
premium, if any, on, any Global Security shall be made to the Depository or its
nominee in its capacity as the Holder thereof. Further, the Company, the Trustee
and any Authentication Agent shall treat a Person as the Holder of such
principal amount of outstanding Securities of any series represented by a Global
Security as shall be specified in a written statement of the Depository (which
may be in the form of a participants’ list for such series) with respect to such
Global Security, for purposes of obtaining any consents, declarations, waivers
or directions required to be given by the Holders pursuant to this Indenture,
provided, that until the Trustee is so provided with a written statement, it may
treat the Depository or any other Person in whose name a Global Security is
registered as the owner of such Global Security for all purposes, and none of
the Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

     

    SECTION
312.   Optional
Extension of Maturity.

     

    The
provisions of this Section may be made applicable to any series of Securities
pursuant to Section 301 (with such modifications, additions or substitutions as
may be specified pursuant to such Section 301). The Stated Maturity of any
Security of such series may be extended at the option of the Company for the
period or periods specified on the face of such Security (each an “Extension
Period”) up to but not beyond the date (the “Final Maturity”) set forth on the
face of such Security. The Company may exercise such option with respect to any
Security by notifying the Trustee of such exercise at least 50 but not more than
60 days prior to the Stated Maturity of such Security in effect prior to the
exercise of such (the “Original Stated Maturity”). If the Company exercises such
option, the Trustee shall transmit, in the manner provided for in Section 106,
to the Holder of such Security not later than 40 days prior to the Original
Stated Maturity a notice (the “Extension Notice”) indicating (i) the election of
the Company to extend the Maturity, (ii) the new Stated Maturity Date, (iii) the
interest rate applicable to the Extension Period and (iv) the provisions, if
any, for redemption during such Extension Period. Upon the Trustee’s transmittal
of the Extension Notice, the Stated Maturity Date of such Security shall be
extended automatically and, except as modified by the Extension Notice and as
described in the next paragraph, such Security will have the same terms as prior
to the transmittal of such Notice.

     

    Notwithstanding
the foregoing, not later than 20 days before the Original Stated Maturity of
such Security, the Company may, at its option, revoke the interest rate provided
for in the Extension Notice and establish a higher interest rate for the
Extension Period by causing the Trustee to transmit, in the manner provided for
in Section 106, notice of such higher interest rate to the Holder of such
Security. Such notice shall be irrevocable. All Securities with respect to which
the Stated Maturity is extended will bear such higher interest
rate.

     

    If the
Company extends the Maturity of any Security, the Holder will have the option to
elect repayment of such Security by the Company on the Original Stated Maturity
at a price equal to the outstanding principal amount thereof, plus interest
accrued to such date. In order to obtain repayment on the Original Stated
Maturity once the Company has extended the Maturity thereof, the Holder of an
Outstanding Security must follow the procedures set forth in Article Thirteen
for repayment at the option of Holders, as such applies to the Securities of
such series, except that the period for delivery or notification to the Trustee
shall be at least 25 but not more than 35 days prior to the Original Stated
Maturity and except that, if the Holder has tendered any Security for repayment
pursuant to an Extension Notice, the Holder may by written notice to the Trustee
revoke such tender for repayment until the close of business on the tenth day
before the Original Stated Maturity unless the Trustee has previously delivered
repayment of such Security to such Holder.

     

    SECTION
313.   CUSIP
and ISIN Numbers.

     

    The
Company in issuing the Securities may use one or more “CUSIP” and “ISIN” numbers
(if then generally in use), and, if the Company does so, the Trustee shall use
the CUSIP number(s) and ISIN 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 or accuracy of the CUSIP and ISIN
number(s) printed in the notice or on the Securities, and that reliance may be
placed only on the other identification numbers printed on the Securities, and
that any such redemption or exchange shall not be affected by any defect in or
omission of any such numbers.

     

    
      
        
        

      

      
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    ARTICLE
FOUR

     

    SATISFACTION
AND DISCHARGE

     

    SECTION
401.   Satisfaction
and Discharge of Securities of any Series.

     

    The
Company shall be deemed to have satisfied and discharged the entire indebtedness
on all the Securities of any particular series and the Trustee, upon Company
request and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of such indebtedness, when

     

    (1) either:

     

    (A) all
Securities of such series 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 the last paragraph of Section 1003) have been
delivered to the Trustee for cancellation; or

     

    (B) with
respect to all Outstanding Securities of such series described in (A) above not
theretofore delivered to the Trustee for cancellation,

     

    (i) The
Company has deposited or caused to be deposited with the Trustee as trust funds
in trust an amount sufficient to pay and discharge the entire indebtedness on
all such Outstanding Securities of such series for principal (and premium, if
any) and interest to the Stated Maturity or any Redemption Date as contemplated
by Section 403, as the case may be; or

     

    (ii) The
Company has deposited or caused to be deposited with the Trustee as obligations
in trust such amount of direct obligations of, or obligations the principal of
and interest on which are fully guaranteed by, the United States of America
(other than obligations subject to prepayment, redemption or call prior to their
stated maturity) as will, together with the predetermined and certain income to
accrue thereon (without consideration of any reinvestment thereof), be
sufficient to pay and discharge when due the entire indebtedness on all such
Outstanding Securities of such series for principal (and premium, if any) and
interest to the Stated Maturity or any Redemption Date as contemplated by
Section 403, as the case may be;

     

    (2) the
Company has paid or caused to be paid all other sums payable with respect to the
Securities of such series;

     

    (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 the entire indebtedness on all Securities
of such series have been complied with; and

     

    (4) if the
entire indebtedness on the Outstanding Securities of such series is to be
satisfied and discharged pursuant to Section 401(l)(B) above, then (i) the
Company shall have specified the applicability (as provided in Section 301) of
this Section 401(4) to the Securities of such series, (ii) the Company shall
have given, not later than the date of such deposit, notice of such deposit to
the Holders of Securities of such series and (iii) the Trustee shall have
received an Opinion of Counsel (which Counsel shall be recognized tax counsel)
stating that, (x) the Company has received from the Internal Revenue Service a
ruling or (y) since the date of this Indenture, there has been a change in the
applicable federal income tax law, including by means of a Revenue Ruling
published by the Internal Revenue Service, in either case to the effect that,
and based thereon such Opinion of Counsel will confirm that the deposit of funds
or obligations and the satisfaction and discharge of indebtedness on the
Securities of such series pursuant to this Section will not result in
recognition by the Holders of income, gain or loss for federal income tax
purposes (other than income, gain or loss which would have been recognized in
like amount and at a like time absent such deposit, satisfaction and discharge),
provided that the Company will be discharged from the requirements of Article
Eight if (i) it has satisfied all of the requirements for satisfaction and
discharge of the indebtedness on the Outstanding Securities pursuant to Section
401(1)(B) except for the delivery of the Opinion of Counsel described above, and
(ii) the Trustee shall have received an Opinion of Counsel stating that the
Holders will not recognize income, gain or loss for federal income tax purposes
as a result of the deposit of such funds or obligations and will be subject to
federal tax in the same amounts, in the same manner and at the same times as
would have been the case if such deposit of funds or obligations had not
occurred.

     

    Upon the
satisfaction of the conditions set forth in this Section with respect to all the
Securities of any series, the terms and conditions of such series, including the
terms and conditions with respect thereto set forth in this Indenture, shall no
longer be binding upon, or applicable to, the Company, and the Holders of the
Securities of such series shall look for payment only to the funds or
obligations deposited with the Trustee pursuant to Section 401(l)(B); provided,
however, that, in no event shall the Company be discharged (a) from any payment
obligations in respect of Securities of such series which are deemed not to be
Outstanding under clause (iii) of the definition thereof if such obligations
continue to be valid obligations of the Company under applicable law, (b) from
any obligations under Section 607 or the last paragraph of Section 1003, and (c)
from any obligations under Section 305 and 306 (except that Securities of such
series issued upon registration of transfer or exchange or in lieu of mutilated,
lost, destroyed or stolen Securities shall not be obligations of the Company),
and Section 701.

     

    
      
        
        

      

      
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    SECTION
402.   Satisfaction
and Discharge of Indenture.

     

    Upon
compliance by the Company with the provisions of Section 401 as to the
satisfaction and discharge of each series of Securities issued hereunder, this
Indenture shall cease to be of any further effect (except as otherwise provided
herein). Upon Company Request (and at the expense of the Company), the Trustee
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture. In the event there are two or more Trustees hereunder, then the
effectiveness of any such instrument shall be conditioned upon receipt of such
instruments from all Trustees hereunder.

     

    Notwithstanding
the satisfaction and discharge of this Indenture, any obligations of the Company
under Sections 305, 306, 607 and 701 and the last paragraph of Section 1003, and
of the Trustee under Sections 403 and 613 and the last two paragraphs of Section
1003, shall survive.

     

    SECTION
403.   Application
of Trust Money.

     

    Subject
to the provisions of the last two paragraphs of Section 1003, all money and
obligations deposited with the Trustee pursuant to Section 401 shall be held
irrevocably in trust and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Trustee. Such money and
obligations shall be applied by the Trustee, in accordance with the provisions
of the Securities, this Indenture and such escrow trust agreement, 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 of (and premium, if any) and interest, if
any, on the Securities for the payment of which such money and obligations have
been deposited with the Trustee (but such money need not be segregated from
other funds except to the extent required by law). If Securities of any series
are to be redeemed prior to their Stated Maturity, whether pursuant to any
optional redemption provisions or in accordance with any mandatory sinking fund
requirement, the Company shall make such arrangements as are satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Company.

     

     

    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 premium, if any, 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 agreement of the Company in
this Indenture (other than a covenant or agreement 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 90 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
Company pursuant to or within the meaning of any Bankruptcy Law:

     

    (A) commences
a voluntary case,

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    (A) is for
relief against the Company in an involuntary case;

     

    (B) appoints
a Custodian of the Company or for all or substantially all of its property,
or

     

    (C) orders
the liquidation of the Company, and the order or decree remains unstayed and in
effect for 60 days.

     

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

     

    (7) any other
Event of Default provided with respect to the Securities of that series pursuant
to Section 301 or in a supplemental indenture.

     

    SECTION
502.   Acceleration
of Maturity; Rescission and Annulment.

     

    If an
Event of Default 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 (or, if the Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all of the Securities
of that series 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 portion) shall become immediately due and
payable.

     

    Upon
payment of such amount, all obligations of the Company in respect of the payment
of principal of the Securities of such series shall terminate.

     

    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, if any, 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 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, if any, 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

     

    (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.

     

    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 of any series 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
of any series at the Maturity thereof, the Company will, upon demand of the
Trustee, pay to it, for the benefit of the Holders of Securities of such series,
the whole amount then due and payable on Securities of such series for principal
(and premium, if any) and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal (and
premium, if any) and on any overdue interest, at the rate or rates, if any,
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.

     

    
      
        
        

      

      
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    If the
Company fails to pay such amounts forthwith upon such demand, the Trustee, in
its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, may prosecute such
proceeding to judgment or final decree and may enforce the same against the
Company or any other obligor upon such Securities and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Securities, wherever
situated.

     

    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 the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration of acceleration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

     

    (i)                to
file and prove a claim for the whole amount of principal (or with respect to
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of such Securities), and premium, if any and interest
owing and unpaid in respect of the Securities and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of the
Holders allowed in such judicial proceeding, and

     

    (ii)                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. Nothing herein contained 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.

     

    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.

     

    SECTION
506.   Application
of Money Collected.

     

    Any money
collected by the Trustee pursuant to this Article 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 premium, if any) 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 under Section 607;

     

    SECOND:
To the payment of all Senior Indebtedness if and to the extent required by
Article Fourteen or other subordination provisions applicable with respect to a
series of Securities; and

     

    THIRD: To
the payment of the amounts then due and unpaid for principal of (and premium, if
any) and interest, if any, 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 premium, if any) and interest, if any,
respectively; and

     

    FOURTH:
The balance, if any, to the Company, its successor or assigns or to whoever may
be lawfully entitled to receive the same or as a court of competent jurisdiction
may direct.

     

    
      
        
        

      

      
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    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) An Event
of Default shall have occurred and be continuing with respect to the Securities
of that series and such Holder shall have previously given written notice
thereof to the Trustee;

     

    (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 reasonable indemnity 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 Holder or to
obtain or to seek to obtain priority or preference over any other Holder or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all Holders of Securities of such
series.

     

    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 premium, if any) and (subject to Section 307) interest, if any, on such
Security on the Stated Maturity or 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 Security 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 that

     

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

     

    
      
        
        

      

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

     

    (3) such
direction is not unduly prejudicial to the rights of other Holders,
and

     

    (4) such
direction would not involve the Trustee in personal liability.

     

    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

     

    (1) in the
payment of the principal of (or premium, if any) or interest, if any (subject to
the provisions of Section 502), 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 the
Securities of such series under 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.

     

    All
parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys’ fees at
trial and on appeal, against any party litigant in such suit, having due regard
to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Company, to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Securities of any series, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security on or after the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

     

     

    ARTICLE
SIX

     

    THE
TRUSTEE

     

    SECTION
601.   Certain
Duties and Responsibilities.

     

    (a) Except
during the continuance of an Event of Default,

     

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

     

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

     

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

     

    (c) 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

     

    (1) this
Subsection shall not be construed to limit the effect of Subsection (a) of this
Section;

     

    
      
        
        

      

      
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    (2) 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;

     

    (3) the
Trustee shall not be liable with respect to any action taken, suffered 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, as provided in Section 512, 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; and

     

    (4) 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.

     

    (d) Whether
or not herein expressly so provided, every provision of this Indenture relating
to the conduct of 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.

     

    Within 90
days after the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit by mail to all Holders of
Securities of such series, as their names and addresses appear in the Security
Register, notice of such default hereunder actually known to a Responsible
Officer of the Trustee, unless such default shall have been cured or waived;
provided, however, that except in the case of a default in the payment of the
principal of (or premium, if any) or interest, if any, on any Security of such
series, in the payment of any sinking fund installment with respect to
Securities of such series or in the payment of the Redemption Price of any
Securities as to which notice of redemption has been given, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders of Securities of such series; and
provided, further, 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 60 days after the occurrence thereof. 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:

     

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

     

    (b) any
request 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 may be sufficiently evidenced by a Board Resolution;

     

    (c) whenever
in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an Officers’
Certificate;

     

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

     

    (e) 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 reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;

     

    (f) the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, 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;

     

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

     

    
      
        
        

      

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

     

    (i) the
Trustee shall not be charged with knowledge of any Event of Default with respect
to the Securities of any series for which it is acting as Trustee unless either
(1) a Responsible Officer of the Trustee assigned to the Corporate Trust Office
of the Trustee (or any successor division or department of the Trustee) shall
have actual knowledge of the Event of Default or (2) written notice of such
Event of Default shall have been given to the Trustee by the Company, any other
obligor on such Securities or by any Holder of such Securities.

     

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

     

    The
recitals contained herein and in the Securities, except 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, the Security Registrar or
any other agent of the Company or the Trustee, in their individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 612, 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 or any Paying Agent in trust hereunder need not be
segregated from other funds except to the extent required by law. Neither the
Trustee nor any paying Agent shall be subject to any liability for interest on
any money received by it hereunder except as otherwise agreed with the
Company.

     

    SECTION
607.   Compensation
and Reimbursement.

     

    The
Company agrees:

     

    (1) to pay to
the Trustee from time to time reasonable compensation 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 negligence or bad faith; and

     

    (3) to
indemnify the Trustee and its agents for, and to hold them harmless against, any
loss, liability or expense incurred without negligence or bad faith on their
part, arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder, including the costs and expenses of defending
themselves against any claim or liability in connection with the exercise or
performance of any of their 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, except funds held in trust
for the payment of principal (or premium, if any) or interest, if any, on
Securities.

     

    The
provisions of this Section shall survive the resignation or removal of the
Trustee or the discharge of this Indenture. When the Trustee incurs expenses
after the occurrence of an Event of Default specified in Section 501(5) or (6)
the expenses are intended to constitute expenses of administration under any
Bankruptcy Law. The obligations of the Company under this Section shall not be
subordinated to the payment of Senior Indebtedness.

     

    SECTION
608.   Corporate
Trustee Required; Eligibility; Conflicting Interests.

     

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

     

    
      
        
        

      

      
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    eligible
in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect specified in this Article.

     

    SECTION
609.   Resignation
and Removal; Appointment of Successor.

     

    (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
or Trustees pursuant to this Article shall become effective until the acceptance
of appointment by the successor Trustee or Trustees in accordance with the
applicable requirements of Section 610.

     

    (b) The
Trustee may resign at any time with respect to the Securities of one or more
series by notifying the Company in writing at least 90 days in advance of such
resignation. If the instrument of acceptance by a successor Trustee required by
Section 610 shall not have been delivered to the Trustee within 60 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

     

    (c) 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.

     

    (d) If at any
time 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, the Company by a Board Resolution may remove
the Trustee with respect to the Securities of such series or, subject to Section
514, 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 removal of the Trustee with
respect to the Securities of such series and the appointment of a successor
Trustee.

     

    (e) If at any
time:

     

    (1) the
Trustee shall cease to be eligible under Section 608 and shall fail to resign
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 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, (i) the Company by a Board Resolution may remove the Trustee with
respect to all Securities, or (ii) 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.

     

    (f) 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 610. 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 610, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company with respect to such series. If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders of the Securities of such series and
accepted appointment in the manner required by Section 610, 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.

     

    (g) 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 by mailing written notice
of such event by first-class mail, postage prepaid, to all Holders of Securities
of such series as their names and addresses appear in the Security Register.
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
610.   Acceptance
of Appointment by Successor.

     

    (a) In case
of the appointment hereunder of a successor Trustee with respect to all series
of Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such 

     

    
      
        
        

      

      
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    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 due pursuant
to Section 607, 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 to the lien provided in Section
607.

     

    (b) In case
of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (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 Trustee
is not retiring with respect to all series of 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 or 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 these series to which the appointment of such successor Trustee
relates.

     

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

     

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

     

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

     

    Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation 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
612.   Preferential
Collection of Claims Against Company.

     

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

     

    SECTION
613.   Appointment
of Authenticating Agent.

     

    At any
time when any of the Securities remain Outstanding 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 and
deliver Securities of such series with respect to which it has been so
designated, and Securities so authenticated and delivered 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 bank or trust company or corporation organized and doing business and in
good standing under the laws of the United States, 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 $100,000,000 and subject
to 

     

    
      
        
        

      

      
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    supervision
or examination by Federal, State or District of Columbia 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 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 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 with respect to one or more series of Securities
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 with
respect to one or more series of Securities 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 mail written notice of
such appointment by first-class mail, postage prepaid, to all holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. 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
Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section. The provisions of Sections
104, 111, 603, 604 and 605 shall be applicable to any Authenticating
Agent.

     

    Pursuant
to each appointment made under this Section, the Securities of each series
covered by such appointment may have endorsed thereon, in lieu of the Trustee’s
certificate of authentication, an alternate certificate of authentication in
substantially the following form:

     

    This is
one of the Securities, of the series designated herein, issued under the
within-mentioned Indenture.

     

    [_________________________________]

    


    By:  ______________________________                                                    

                     as
Authenticating Agent,

    


    By: ______________________________                                                     

               Authorized
Officer

     

     

    ARTICLE
SEVEN

     

    HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY

     

    SECTION
701.   Holder
Lists.

     

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

     

    SECTION
702.   Communications
by Holders with Other Holders.

     

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

     

    
      
        
        

      

      
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    SECTION
703.   Reports
by Trustee.

     

    (a) If and to
the extent required by the Trust Indenture Act, within 60 days after May 1 of
each year commencing with the May 1 following the date of this Indenture, if and
so long as any Securities are Outstanding hereunder, the Trustee shall transmit
by mail to all Holders, as their names and addresses appear in the Security
Register, a brief report dated as of such May 1 that complies with Trust
Indenture Act Section 313(a). The Trustee shall also comply with Trust Indenture
Act Sections 313(b) and 313(c).

     

    (b) A copy of
any such report required to be sent under Section 703(a) shall, at the time of
such transmission to Holders, be filed by the Trustee, with each securities
exchange upon which any Securities of that series are listed, with the
Commission and with the Company. The Company will notify the Trustee when any
Securities of any series are listed on any securities exchange or any delisting
thereof, and the Trustee shall comply with Trust Indenture Act Section
313(d).

     

    SECTION
704.   Reports
by Company.

     

    The
Company will deliver to the Trustee within 15 days after the filing of the same
with the Commission, copies of the quarterly and annual reports and of the
information, documents and other reports, if any, which the Company is required
to file with the Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended. Notwithstanding that the Company may not be
subject to the reporting requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company will file with the Commission, to
the extent permitted, and provide the Trustee with, such supplementary and
periodic information, documents and reports which may be required under Section
13 of the Securities Exchange Act of 1934, as amended. The Company will also
comply with the other provisions of Trust Indenture Act Section 314(a). All
information, documents and reports to be provided pursuant to this Section will
be deemed to be so delivered to the Trustee when the Company files such
information, documents and reports with the Commission through the Commission’s
EDGAR database.

     

     

    ARTICLE
EIGHT

     

    SUCCESSOR
CORPORATION

     

    SECTION
801.   Limitation
on Consolidation, Merger and Sale of Assets.

     

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

     

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

     

    (c) For the
avoidance of doubt, the foregoing provisions shall not be deemed to require the
assumption of Securities of a series if the terms thereof established in
accordance with Section 301 provide for their redemption or purchase in the
event of a transaction described in this Section.

     

    SECTION
802.   Successor
Person Substituted.

     

    Upon any
consolidation, merger or transfer of all or substantially all of the assets of
the Company in accordance with Section 801, the successor corporation formed by
such consolidation, or into which the Company is merged or to which such
transfer is made, shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same


     

    
      
        
        

      

      
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    effect as
if such successor corporation had been named as the Company herein, and
thereafter (except with respect to any such transfer which is a lease) the
predecessor corporation shall be relieved of all obligations and covenants under
this Indenture and the Securities.

     

     

    ARTICLE
NINE

     

    SUPPLEMENTAL
INDENTURES

     

    SECTION
901.   Supplemental
Indentures Without Consent of Holders.

     

    Without
the consent of any Holder, 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 corporation to the Company and the assumption
by any such successor of the covenants of the Company herein and in the
Securities; 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; provided, however, that in respect of any such
additional covenant, such supplemental indenture may provide for a particular
period of grace after default in the performance of such covenant (which period
may be shorter or longer than that allowed in the case of other defaults) or may
provide for an immediate enforcement upon such default or may limit the remedies
available to the Trustee upon such default; or

     

    (3) to add
any additional Events of Default; or

     

    (4) add to or
change or eliminate any of the provisions of this Indenture to extent as shall
be necessary to permit or facilitate the issuance of Securities in bearer form,
registrable or not registrable as to principal, and with or without interest
coupons; or

     

    (5) to change
or eliminate any of the provisions of this Indenture, provided that any such
change or elimination shall become effective only when there is no Security
Outstanding of any series created prior to the execution of such supplemental
indenture which is entitled to the benefit of such provision; or

     

    (6) to secure
the Securities; or

     

    (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 610(b); or

     

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

     

    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 (each such series voting as a separate
class) 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 affected
thereby,

     

    (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 modify
the manner of determination of the rate of interest thereon so as to affect
adversely the interest of such Holder or reduce the amount of the principal of
an Original Issue Discount Security that 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 the 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

     

    
      
        
        

      

      
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    (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 1006, 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 1006, or the deletion of this proviso, in accordance with the
requirements of Sections 610(b) 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.

     

    The
Trustee may in its discretion determine whether or not any Securities would be
affected by any supplemental indenture and any such determination shall he
conclusive upon the Holders of all Securities of any series. The Trustee shall
not be liable for any such determination made in good faith.

     

    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.

     

    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 provided, and (subject to
Section 601) shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture and that such supplemental indenture, when executed
and delivered by the Company, will constitute a valid and binding obligation of
the Company in accordance with its terms. 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 pursuant to the provisions of this
Article, this Indenture shall, with respect to such series, be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the Holders of Securities of the series affected
thereby shall thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture, with respect to such series,
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.

     

    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 of 1939, as amended, in effect on such
date.

     

    SECTION
906.   Reference
in Securities to Supplemental Indentures.

     

    Securities
of any series, affected by a supplemental indenture, 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 Board of Directors, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee or any Authenticating Agent in
exchange for Outstanding Securities of such series.

     

     

    ARTICLE
TEN  

     

    COVENANTS

     

    SECTION
1001.   Payment
of Principal, Premium and Interest.

     

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

     

    
      
        
        

      

      
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    SECTION
1002.   Maintenance
of Office or Agency.

     

    The
Company will cause to be maintained in each Place of Payment for any series of
Securities an office or agency 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. With respect
to the Securities of any series such office or agency and each place of Payment
shall be as specified as contemplated in Section 301. In the absence of any such
provisions with respect to the Securities of any series (i) the place of payment
for such securities shall be the Borough of Manhattan, City of New York, New
York, and (ii) such office or agency in such Place of Payment shall be the
Corporate Trust Office of the Trustee therein. 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.

     

    The
Company may also from time to time designate one or more other offices or
agencies (in or outside the Borough of Manhattan, City of New York, New York)
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 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 (and
premium, if any) or interest, if any, 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 premium, if any) or interest, if any,
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, on or before each due date of the principal of (and premium, if any) or
interest, if any, on any Securities of that series, deposit with a Paying Agent
a sum sufficient to pay the principal (and premium, if any) or interest, if any,
so becoming due, such sum to be held in trust for the benefit of the persons
entitled to such principal, premium or interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

     

    The
Company will cause each Paying Agent other than the Trustee for any series of
Securities 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) hold all
sums held by it as agent for the payment of the principal of (and premium, if
any) or interest, if any, on Securities of that series in trust for the benefit
of the Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;

     

    (2) give the
Trustee written notice within three Business Days of any default by the Company
(or any other obligor upon the Securities of that series) in the making of any
payment of principal (and premium, if any) or interest, if any, on the
Securities of that series; and

     

    (3) at any
time during the continuance of any such default, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying
Agent.

     

    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.
Upon the satisfaction and discharge of the indebtedness in respect of all
Outstanding Securities of any series all sums then held by any Paying Agent
(other than the Trustee) in respect thereof shall, upon demand of the Company,
be repaid to it or paid to the Trustee, and thereupon such Paying Agent shall be
released from all further liability with respect to such money.

     

    The
Trustee and any Paying Agent shall promptly pay to the Company upon Company
Request any money or securities held by them at any time in excess of amounts
necessary to satisfy amounts payable to the Holders, the Trustee and the Paying
Agent.

     

    
      
        
        

      

      
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    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 (and premium, if any) or interest, if
any, on any Security of any series and remaining unclaimed for two years after
such principal (and premium, if any) or interest, if any, has become due and
payable shall, unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property law, 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, unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
law, 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 each Place of Payment with respect to Securities of such series,
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, unless otherwise
required by mandatory provisions of applicable escheat or abandoned or unclaimed
property law, be repaid to the Company.

     

    SECTION
1004.   Corporate
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 corporate
existence.

     

    SECTION
1005.   Statement
as to Compliance.

     

    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 which complies with Trust Indenture Act Section 314(a)(4) and need
not comply with Section 102, stating as to each signer thereof that

     

    (1) a review
of the activities of the Company during such year and of performance under this
Indenture has been made under his supervision, and

     

    (2) as of the
end of such year and at the date of the certificate to the best of his
knowledge, based on such review, (a) the Company is not in default in the
fulfillment of any of its obligations under this Indenture, or specifying each
such default known to him and the nature and status thereof and (b) no event has
occurred and is continuing which is or after notice or lapse of time or both
would become an Event of Default, or, if such an event has occurred and is
continuing, specifying each such event known to him and the nature and status
thereof.

     

    SECTION
1006.   Waiver
of Certain Covenants.

     

    The
Company may omit in any particular instance to comply with any covenant or
condition set forth in Sections 1002 to 1005, each inclusive, or a supplemental
indenture with respect to the Securities of any 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
covenant or condition, but no such waiver shall extend to or affect such
covenant 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 with respect to any such covenant or condition shall remain in full
force and effect.

     

     

    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 Securities of any series) 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. In case of any redemption at the election of the Company of less
than all the Securities of any series, the Company shall, at least 45 days
(unless a shorter notice shall be satisfactory to the Trustee) prior to the
Redemption Date fixed by the Company (unless a shorter notice, but not less than
30 days, shall be satisfactory to the Trustee), notify the Trustee in writing of
such Redemption Date and of the principal amount of Securities of such series 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


     

    
      
        
        

      

      
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    Officers’
Certificate evidencing compliance with such restriction. Any such notice may be
canceled at any time prior to notice of such redemption being mailed to any
Holder, and shall thereby be void and of no effect.

     

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

     

    If less
than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected by the Trustee not more than 45 days
prior to the Redemption Date, from the Outstanding Securities of such series not
previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for Securities of that series. In any case where Securities of such series are
registered in the same name, the Trustee in its discretion may treat the
aggregate principal amount so registered as if it were represented by one
Security of such series. If the Securities of any series to be redeemed consist
of Securities having different Stated Maturities or different rates of interest
(or methods of computing interest), then the Company may, by written notice to
the Trustee, direct that the Securities of such series to be redeemed shall be
selected from among groups of such Securities having specified Stated Maturities
or rates of interest (or methods or computing interest) and the Trustee shall
thereafter select the particular Securities to be redeemed in the manner set
forth above from among the groups of such Securities so specified.

     

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

     

    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 Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security which has been or is to be
redeemed.

     

    SECTION
1104.   Notice
of Redemption.

     

    Notice of
redemption shall be given by first-class mail, postage prepaid, mailed 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.

     

    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 are to be redeemed, the
identification (and, in the case of partial redemption, the principal amounts)
of the particular Securities to be redeemed,

     

    (4) in case
any Security is to be redeemed in part only, the notice which relates to such
Security shall state that on and after the Redemption Date, upon surrender of
such Security, the Holder will receive, without charge, a new Security or
Securities of authorized denominations for the principal amount thereof
remaining unredeemed,

     

    (5) that on
the Redemption Date, the Redemption Price 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 unless the Company defaults in making the
redemption payment,

     

    (6) the place
or places where such Securities are to be surrendered for payment of the
Redemption Price,

     

    (7) that the
redemption is for a sinking fund, if such is the case;

     

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

     

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

     

    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. In the case of redemptions by the Company of
Global Securities, the Company shall, at least 30 days prior to the Redemption
Date, notify the Depositary (with a copy to the Trustee) of such
redemption.

     

    
      
        
        

      

      
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    SECTION
1105.   Deposit
of Redemption Price.

     

    On or
prior to 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 installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall 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 Regular Record Date 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 premium, if any) shall, until paid, bear interest
from the Redemption Date at the rate prescribed therefor in the
Security.

     

    SECTION
1107.   Securities
Redeemed in Part.

     

    Any
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, 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; provided, however, that the Depositary need not surrender Global
Securities for a partial redemption and may be authorized to make a notation on
such Global Security of such partial redemption. In the case of a partial
redemption of the Global Securities, the Depositary, and in turn, the
participants in the Depositary, shall have the responsibility to select any
Securities to be redeemed by random lot.

     

     

    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 a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.

     

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

     

    SECTION
1202.   Satisfaction
of Sinking Fund Payments with Securities.

     

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

     

    
      
        
        

      

      
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    SECTION
1203.   Redemption
of Securities for Sinking Fund.

     

    Not less
than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, 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 of that series pursuant to
Section 1202, and the amount of any optional sinking fund payment to be added to
the next ensuing sinking fund payment, and will also deliver to the Trustee any
Securities to be so delivered. If such Officers’ Certificate shall specify an
optional amount to be added in cash to the next ensuing mandatory sinking fund
payment, the Company shall thereupon be obligated to pay the amount therein
specified. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 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

     

    REPAYMENT
AT THE OPTION OF HOLDERS

     

    SECTION
1301.   Applicability
of Article.

     

    Securities
of any series which are repayable at the option of the Holders thereof before
their Stated Maturity shall be repaid in accordance with the terms of the
Securities of such series. The repayment of any principal amount of Securities
pursuant to such option of the Holder to require repayment of Securities before
their Stated Maturity, for purposes of Section 309, shall not operate as a
payment, redemption or satisfaction of the indebtedness represented by such
Securities unless and until the Company, at its option, shall deliver or
surrender the same to the Trustee with a directive that such Securities be
cancelled. Notwithstanding anything to the contrary contained in this Section,
in connection with any repayment of Securities, the Company may arrange for the
purchase of any Securities by an agreement with one or more investment bankers
or other purchasers to purchase such Securities by paying to the Holders of such
Securities on or before the close of business on the repayment date an amount
not less than the repayment price payable by the Company on repayment of such
Securities, and the obligation of the Company to pay the repayment price of such
Securities shall be satisfied and discharged to the extent such payment is so
paid by such purchasers to the respective Holders thereof.

     

     

    ARTICLE
FOURTEEN

     

    SUBORDINATION

     

    SECTION
1401.   Securities
Subordinated to Senior Indebtedness.

     

     The
Company covenants and agrees, and each Holder of Securities by his acceptance
thereof, likewise covenants and agrees, that the indebtedness evidenced by the
Securities and the payment of the principal of (and premium, if any) and
interest on each and all of the Securities is hereby expressly subordinated, to
the extent and in the manner hereinafter set forth, in right of payment to the
prior payment in full of Senior Indebtedness.

     

    Anything
in this Indenture or in the Securities to the contrary notwithstanding, the
indebtedness evidenced by the Securities shall be subordinate and junior in
right of payment, to the extent and in the manner hereinafter set forth, to all
Senior Indebtedness. Senior Indebtedness shall continue to be Senior
Indebtedness and entitled to the benefits of these subordination provisions
irrespective of any amendment, modification or waiver of any term of Senior
Indebtedness or extension or renewal of Senior Indebtedness.

     

    (a) (i)  In
the event the Company shall default in the payment of any Senior Indebtedness
when the same becomes due and payable, whether at maturity or on a date fixed
for prepayment or by declaration or otherwise, then, unless and until such
default shall have been cured or waived or shall have ceased to exist, no direct
or indirect payment (in cash, property or securities or by set-off or otherwise)
shall be made or agreed to be made on account of the principal of, premium, if
any, or interest on the Securities, or as a sinking fund for the Securities, or
in respect of any redemption, retirement, purchase or other acquisition of any
of the Securities.

     

    (ii) Upon the
happening of an event of default with respect to any Senior Indebtedness,
permitting the holders thereof to accelerate the maturity thereof (other than
under circumstances when the terms of subdivision (a)(i) are applicable), then,
unless and until such event of default shall have been cured or waived or shall
have ceased to exist, no direct or indirect payment (in cash, property or
securities or by set-off or otherwise) shall be made or agreed to be made on
account of the principal of, or premium, if any, or interest on the Securities,
or as a sinking fund for the Securities, or in respect of any redemption,
retirement, purchase or other acquisition of any of the Securities, during any
period:

     

    
      
        
        

      

      
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    (A) of 90
days after written notice of such default shall have been given to the Company
by any holder of Senior Indebtedness; or

     

    (B) in which
any judicial proceeding shall be pending in respect of such default and a notice
of acceleration of the maturity of such Senior Indebtedness shall have been
transmitted to the Company in respect of such default.

     

    (b) In the
event of

     

    (i) any
insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment,
composition or other similar proceeding relating to the Company, its creditors
or its property,

     

    (ii) any
proceeding for the liquidation, dissolution or other winding-up of the Company,
voluntary or involuntary, whether or not involving insolvency or bankruptcy
proceedings,

     

    (iii) any
assignment by the Company for the benefit of creditors, or

     

    (iv) any other
marshalling of the assets of the Company,

     

    all
Senior Indebtedness (including any interest accruing after the commencement of
such proceedings) shall first be paid in full before any payment or
distribution, whether in cash, securities or other property, shall be made to
any Holder of Securities on account of the Securities. Any payment or
distribution, whether in cash, securities or other property (other than
securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in this Article with respect to the Securities, to the
payment of all Senior Indebtedness at the time outstanding and to any securities
issued in respect thereof under any such plan of reorganization or
readjustment), which would otherwise (but for the provisions of this Article) be
payable or deliverable in respect of the Securities shall be paid or delivered
directly to the holders of Senior Indebtedness in accordance with the priorities
then existing among such holders until all Senior Indebtedness (including any
interest thereon accruing after the commencement of any such proceedings) shall
have been paid in full.

     

    (c) In the
event that any Security shall be declared due and payable as the result of the
occurrence of any one or more defaults in respect thereof, under circumstances
when the terms of subparagraph (b) are not applicable, no payment shall be made
in respect of any Securities unless and until all Senior Indebtedness shall have
been paid in full or such declaration and its consequences shall have been
rescinded and all such defaults shall have been remedied or waived.

     

    (d) If any
payment or distribution of any character or any security, whether in cash,
securities or other property (other than securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment the payment
of which is subordinate, at least to the extent provided in the provisions of
this Article with respect to the Securities, to the payment of all Senior
Indebtedness at the time outstanding and to any securities issued in respect
thereof under any such plan or reorganization or readjustment), shall be
received by any Holder of Securities in contravention of any terms hereof and
before all the Senior Indebtedness shall have been paid in full, such payment or
distribution or security shall be received in trust for the benefit of, and
shall be paid over or delivered and transferred to, the holders of the Senior
Indebtedness at the time outstanding, in accordance with the priorities then
existing among such holders for application to the payment of all Senior
Indebtedness remaining unpaid, or, if applicable, to any trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee, agent or other Person making
payment or distribution of assets of the Company, to the extent necessary to pay
all such Senior Indebtedness in full. In the event of the failure of any Holder
of Securities to endorse or assign any such payment, distribution or security,
each holder of Senior Indebtedness is hereby irrevocably authorized to endorse
or assign the same.

     

    (e) Nothing
contained herein shall impair, as between the Company and the Holder of any
Securities, the obligation of the Company to pay to the Holder thereof the
principal thereof and interest thereon as and when the same shall become due and
payable in accordance with the terms of such Security, or prevent the Holder of
any Securities from exercising all rights, powers and remedies otherwise
permitted by applicable law or pursuant to the terms of this Indenture and the
Security, upon a default or Event of Default under this Indenture, all subject
to the rights of the holders of the Senior Indebtedness to receive cash,
securities or other property otherwise payable or deliverable to the Holders of
the Securities.

     

    (f) Senior
Indebtedness shall not be deemed to have been paid in full unless the holders
thereof shall have received cash equal to the amount of such Senior Indebtedness
then outstanding. Upon the payment in full of all Senior Indebtedness, the
Holders of Securities shall be subrogated to all rights of any holders of Senior
Indebtedness to receive any further payments or distributions applicable to the
Senior Indebtedness until all amounts owing on the Securities shall have been
paid in full, and such payments or distributions received by the holders of the
Securities by reason of such subrogation, of cash, securities or other property
which otherwise would be paid or distributed to the holders of Senior
Indebtedness, shall, as between the Company and its creditors other than the
holders of Senior Indebtedness, on the one hand, and the Holders of Securities,
on the other hand, be deemed to be a payment by the Company on account of Senior
Indebtedness and not on account of Securities.

     

    
      
        
        

      

      
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    The
Company shall give prompt written notice to the Trustee of any insolvency,
bankruptcy, receivership, liquidation, reorganization, readjustment, composition
or other similar proceeding relating to the Company within the meaning of this
Section. Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 601, and the
Holders of Securities shall be entitled to rely upon a certificate of the
trustee in bankruptcy, receiver, assignee for the benefit of creditors or other
liquidating agent making such payment or distribution, delivered to the Trustee
or to the Holders of Securities, for the purpose of ascertaining the person
entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article.

     

    In the
event that the Trustee determines, in good faith, that further evidence is
required with respect to the right of any person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Section, the Trustee may request such person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such person, as to the extent to which such person is entitled to
participate in such payment or distribution, and as to other facts pertinent to
the rights of such person under this Section, and if such evidence is not
furnished, the Trustee may defer any payment to such person pending judicial
determination as to the right of such person to receive such
payment.

     

    SECTION
1402.   Effectuation
of Subordination by Trustee.

     

    Each
Holder of Securities, by his acceptance thereof, authorizes and directs the
Trustee in his behalf to take such action as may be necessary or appropriate to
effectuate, as between the Holders of the Securities and the holders of Senior
Indebtedness, the subordination provided in this Article and appoints the
Trustee his attorney-in-fact for any and all such purposes.

     

    SECTION
1403.   Knowledge
of Trustee.

     

    Nothing
contained in this Article or elsewhere in this Indenture, shall (a) prevent the
Company from setting aside in trust or depositing with the Trustee or any Paying
Agent, at any time, except during the pendency of any of the proceedings or upon
the happening or continuance of any of the events referred to in Section 1401,
moneys for the payment of principal of, or premium, if any, or interest on, the
Securities, or (b) prevent the application by the Trustee or Paying Agent of any
moneys deposited with it hereunder by or on behalf of the Company to the payment
of or on account of the principal of, or the premium, if any, or interest on the
Securities, if the Trustee or the Paying Agent, as the case may be, did not have
written notice of any event prohibiting such application by the close of
business on the Business Day immediately prior to the date of such
application.

     

    Notwithstanding
the provisions of this Article or any other provisions of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any Senior
Indebtedness or of any default or event of default with respect to any Senior
Indebtedness or any fact or facts which would prohibit the making of any payment
of moneys to or by the Trustee, or the taking of any other action by the
Trustee, unless and until the Trustee shall have received written notice thereof
from the Company, any Holder of Securities, any paying or conversion agent of
the Company or the holder or representative of any class of Senior Indebtedness
who shall have been certified by the Company or otherwise established to the
reasonable satisfaction of the Trustee to be such holder or representative or by
the trustee under any indenture pursuant to which Senior Indebtedness shall be
outstanding.

     

    SECTION
1404.   Trustee’s
Relation to Senior Indebtedness.

     

    The
Trustee shall be entitled to all rights set forth in this Article with respect
to any Senior Indebtedness at the time held by it, to the same extent as any
other holder of Senior Indebtedness, and nothing in Section 612 or elsewhere in
this Indenture shall deprive the Trustee of any of its rights as such holder.
Nothing in this Article shall subordinate to Senior Indebtedness the claims of,
or payments to, the Trustee under or pursuant to Section 607.

     

    With
respect to the holders of Senior Indebtedness, the Trustee undertakes to perform
or to observe only such of its covenants and obligations as are specifically set
forth in this Article and no implied covenants or obligations with respect to
the holders of Senior Indebtedness shall be read into this Indenture against the
Trustee and the Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any holder of Senior
Indebtedness if it shall pay over or deliver to Holders, the Company or any
other Person monies or assets to which any holder of Senior Indebtedness shall
be entitled by virtue of this Article or otherwise.

     

    SECTION
1405.   Rights
of Holders of Senior Indebtedness Not Impaired.

     

    No right
of any present or future holder of any Senior Indebtedness to enforce the
subordination herein shall at any time or in any way be prejudiced or impaired
by any act or failure to act on the part of the Company or by any non-compliance
by the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

     

    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.

     

    
      
        
        

      

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

     

    
      
 

      
        
          
            	 
      	
                    CYTORI
      THERAPEUTICS, INC.

                     

                  
	
                    (SEAL)

                  	
                    By:  ___________________________________

                  
	 
      	
                    Name:

                  
	 
      	
                    Title

                  
	 
      	 
      
	
                    Attest:

                  	 
      
	 
      	 
      
	
                    By:  ___________________________________

                  	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                    [_____________________]

                     

                  
	
                    (SEAL)

                  	
                    By:  ___________________________________

                  
	 
      	
                    Name:

                  
	 
      	
                    Title

                  
	 
      	 
      
	
                    Attest:

                  	 
      
	 
      	 
      
	
                    By:  ___________________________________

                  	 
      


          

        

      

       

       

      
        
          
          

        

        
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